Evolving Identity
by ADAl44T-KB-O
Summary: "At first it had been unnerving but Steve was now addicted to this mech's offer. It was a lie but it didn't matter. The perfect mech, unattainable before, was now his. He was no fool. This folly would end eventually." Makeshift has a job to do but as time goes by the realization that he needs more out of life is a slap in the faceplates he can't ignore. MSx? Super sticky. DL? DR!
1. Droning Obsessions

**Evolving Identity**

**Units of time are on profile page if any confusion. Prime-verse. Slightly AU. Makeshift didn't learn location of the Autobot base and was not offlined. I've also given him a history. Makeshift centered but don't worry most of our favorite Cons get plenty of face time.**

**Overall Rating- **M consensual sticky, dubcon, mentions of rape, torture, violence, PNP, gore, sadism, attempted rape, language, everything bad you can think of

**Chapter Warning- **Sticky Consensual b/w 2 mechs, mentions of past rape

**PLEASE DO NOT READ IF YOU ARE UNDER THE LEGAL AGE!**

**Disclaimer-** I do not own any of the characters or locations represented in Transformers Prime and I'm not profiting from this story.

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**Chapter 1-Droning Obsessions **

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The purest darkness he had ever witnessed greeted his optics after he typed in the code that opened the door to the officer's quarters. At first it had been unnerving but VH-ST3V3, known as Steve to his fellow drones, was slowly getting used to it. This would be their fifth time together and the second time this decacycle. Steve had started to loosen up with each encounter after all he was addicted to what this mech was offering him.

It was a lie. A dirty, destructive lie that would probably end up hurting him more in the end but it didn't matter. Nothing mattered but the sights, the smells, the… everything that was the other. The most perfect mech he had ever laid optics on, so unattainable before, was now his. His in ways he had only ever imagined and Steve was lost in this terrible lie in spite of himself.

He was no fool. He knew the other was not truly his, did not truly yearn for him the way Steve wished. This folly would end eventually but he would revel in every moment, every night he was allowed to partake in these meetings. Each shared moment was only one more memory he added to his data bank of memories that one solarcycle he could only dream would become reality, one solarcycle would be more than this fallacy.

Outside this room there was nothing but the never-ending war. Endless battles, endless loss, and premature offlinement awaited him and his fellow drones. It was a pitiful existence really but they took small comfort in each other. They lived together, fought together, and died together. Living each moment like it was their last was the only way to keep going and learn to find some joy in their somewhat meaningless lives.

Often it was the simple pleasures that fueled them; their camaraderie, the energon ration at the end of a hard solarcycle's work, and anytime they simply got to be. No duties, no war. There was always pain for those who had been lost but together in the barracks or the wash racks, chatting and laughing, that pain was less. It was all pleasant but for Steve there had always been one more thing. One more reason to fight harder, one more reason to beat the Autobots and that thing was Commander Starscream.

His presence had finally been noticed and the lights were turned up so that he could see about the room. It was plain, it could even be called tidy but it was hard for it to be anything but when there was nothing there. There was absolutely nothing personalizing the room, it could have been thought uninhabited if a bot didn't know better. Steve wasn't sure why he decided to leave his quarters so bare, even the drones had personal effects, but he supposed it might give the wrong impression otherwise. _Enough. Don't ruin this with too much thinking, _he thought to himself which seemed a roundabout argument.

Letting everything go, Steve made his way farther into the quarters toward the berthroom where his partner undoubtedly waited. Just before he engaged the scanner to open the second door he paused. He couldn't help it; the knowledge of what waited behind this door unsettled him every time. It was all so wrong and yet felt so, so right. He sighed to himself. _Don't be a sparkling. He already knows you're here._ With those thoughts of encouragement, Steve palmed open the berthroom door and stepped inside.

Sitting at a console, beautiful wings drawn up high and tight, was Commander Starscream looking as regal as ever. From where he stood, Steve could only make out the other's profile, and what a perfect profile it was. Everything was sculpted aerodynamically; his cheek arches, eyebrow ridges, and helm swept backwards with a graceful flare. They accentuated his liquid, red optics which had small lines that drew the eye downward to the thin lip plates and farther to a pointed chin. The look was completed with a thin, red spire that jutted proudly upwards between his optics.

Steve allowed his own optics to wander shamelessly over the faceplates, hungrily taking everything in and he hadn't even moved to the other's frame yet. His entire body was varying shades of silver and gray with tiny accents of blue and red, here and there. Lightly built, it was meant for speed and flexibility, giving him an elegant, stylish physique in root mode and allowing him superb aerial maneuverability when he transformed. Large shoulder guards and a wide chestplate flowed downward to a narrow waist and hip plates that were flared upwards. His codpiece was devious, both hiding and attracting attention to the interface array that lay just underneath. Smooth thighs gave way to knee joints flanked by wing flaps and spiked in the front. It all terminated at heeled thrusters that were both delicate yet powerful.

_The commander is so beautiful._ Steve cycled air through his intakes a little faster and couldn't orient himself for what seemed like an eternity. It was not surprising this mech was so sought after and Steve could only imagine why he was allowed to have the seeker all to himself.

Finally getting his processor under control, he moved farther into the room. He was never sure exactly how to initiate these encounters so this time he decided to announce himself, "Commander…" but was cut off.

"Drone," came a screechy voice almost sounding tired.

"Sir," was all he could say and snapped to attention out of habit. He was aware that the voice was devoid of its usual condescending tone but it was still more of an order than a question. Steve stood there for another eternity before the commander turned to stare at him with what seemed like impatience.

"Well? Get to it. I haven't got all night to entertain you," he said waving a servo idly in Steve's general direction before returning to his work. Steve walked up behind him and hesitantly placed a servo on his left outer wing. The commander sighed and leaned back into his touch ever so slightly. Steve stroked the appendage with long, leisurely movements taking great joy from touching the other so. He knew what was expected of him and laid both his servos against the up-tilted wing, massaging in slow circles. His digits scrapped along gently, creating static in their wake that left his and the commander's extremities tingling.

The commander dealt with so much during his solarcycles that he was always tense when it came time for recharge. Steve's gentle touches were just the thing to relieve his stress but he had to be careful. Too much pressure at the wrong area and Starscream would leave claw marks upon his body that he wasn't allowed to seek help for. The physical pain was nothing to the shame he would feel after disappointing his commander and the dents served as a constant reminder of his failure.

Finishing with the first wing, he moved to the second and began his slow ministrations again. By the time he reached the inner wings, Starscream had forgotten about his typing and was practically humming. Distracted by the noises, Steve wasn't paying enough attention to the placement of his claws. They were too near the point of connection between wings and spinal strut and moving ever closer. Manipulating the junction could cause exquisite pleasure but it could also cause pain, as was the case when the claws scraped against the delicate wiring with too much force.

The pained seeker immediately hissed and pulled away, turning on him to glare menacingly. "Co…Commander Starscream, I'm s…so sorry, sir. I will do better next time." Steve shut up then and bowed his helm as low as it could go, waiting for the sharp sting of claws and the warmth of his own energon flowing down his body. It never came.

"Pay more attention you blundering fool or I may not be in the mood to grant you a next time. Now, go get on the berth," he ordered with only a hint of venom.

Steve looked up with confusion plain on his face. "Sir, you're not going to…"

"Berth. Now. And don't make me repeat myself."

"Yes, Commander." Steve scrambled to get on the berth in what was not the most graceful of movements. Before he could get into the sitting position he usually assumed a servo grabbed his aft. He shuddered at the contact, excited and anxious that the commander was doing something new with him. "S…sir?" There was no verbal response, only the servo moving to a transformation seam at his hip joint, pulling and tweaking the wires.

Another servo joined the first and suddenly they were everywhere, flying over his plating and dipping into seams. They teased him, scratching at the cables and wires that lay under his outer armor, gently at times and then more forcefully. Steve lost himself in the feeling, reveled in every touch, every brush of those perfect claws.

"Mmm Drone. You are quite pleasing to the optics from here." Steve writhed under the servos and mewled at the silky voice complimenting him. He was hopelessly aroused already much to his dismay, interface panel burning and electromagnetic field flickering uncontrollably. "Always ready for me aren't you, Drone?" the commander teased, punctuating his words by pulling Steve back and grinding his codpiece against the other's interface panel harshly.

Steve's servos dug into the berth as he tried to ground himself against all the sensations threatening to undo him. "That was a question, Drone," and he thrust against Steve's still closed panel again.

"Yes Commander. Yes!" Starscream's body was starting to burn against his own and that was enough; his panels clicked open, autonomics taking over. The seeker snickered at the sound and he was embarrassed at how easily excitable he was. His cooling fans whirled, valve lubricating already and spike halfway pressurized just from the minimal touches and sultry words from his beautiful second-in-command.

He expected to feel a digit slide into him but instead the commander laid himself across Steve's backplates, bodies fitting together perfectly. That warm, slender frame felt so good pressed up against him; servos still roaming, now across his chestplate, engine thrumming softly. All of a sudden there was a loud roar and then powerful vibrations rocked his body causing Steve to cry out softly. Slowly, the vibrations pulled back leaving his frame shaking of its own accord until the engine thrummed again. Each rev caused arousing shudders that radiated throughout his frame and caused his valve to leak a little more.

The engine continued to purr, pulsing slowly at first and then faster and faster. It was too much, too blissfully perfect. The vibrations turned to heat and heat turned to electricity as it moved from Starscream's body to his. It travelled in waves, filling his frame, leading him to the inevitable climax, which would undo him.

Overload was coming, only nanoklicks away when Starscream pulled back leaving him shaking pitifully on his servos and knee joints. His vents hitched as he worked to cool his overheated frame. Primus, the commander was experienced! He had never thought engine pulses could feel so damn good. He had almost overloaded and Starscream hadn't even touched his interface equipment yet.

Steve trembled with need, trying to control it as he didn't want to appear so desperate despite that being precisely how he felt. His frame was finally starting to cool down when he felt hot ventilations against his valve. _Commander Starscream isn't going to…_ "Nnghh…yes… oh Primus Commander!"

Steve had never felt anything so amazing in his life. He had only ever interfaced with other drones and none of them had real mouths. He could feel the glossa swirling around his rim and lapping at him over and over. More lubricant poured out of him and that talented glossa dipped inside to tease his inner walls, flicking over any shallow clusters within reach. Steve didn't know what to do. The feeling was so overwhelming he had to pull away but the loss was too much to bear so he pushed backwards into his SIC's glossa.

He was rocking against the commander and couldn't decide whether he wanted it to end or if he wanted more, more, more! Every swipe lit him on fire, every stroke made him burn in ecstasy, and through it all he could do nothing but moan and writhe hard into the contact. He thought it had been overwhelming before but it was nothing compared to the sensation he felt when Starscream revved his engine again, long glossa deep inside him, sweeping across a sensor cluster on the dorsal wall of his valve. He clenched down on his SIC and trembled against the pleasure that moved through him. Another thrum and he cried out, back arching, servos clawing at the berth.

His cooling fans worked hard, coolant flushed through his body, and warnings popped up on his HUD. Heat pooled in his interface array, electricity flash throughout his circuits, and static crackled off his plating. The pleasure clouded his processor but the knowledge that it was Commander Starscream doing this never left him and that was paradise incarnate. Electricity filled his circuits, trying to escape but held captive by his body. He cried out at the feeling as his neural net was flooded with pleasurable data, _so close, so close_. Nothing could ever top this moment, nothing could ever take this away from him and he lost himself again.

Overload struck, his EM field flared, and then he screamed. One long, ragged noise after another pierced the airwaves, drowning out every other sound in the room and probably the hallways beyond. His circuits were on fire and one wave of pleasure came on the tail of the previous one over and over and over. His commander had Steve's hips locked in place and continued sucking on the spasming valve, lapping the lubricant as it flowed forth.

That talented glossa kept at him, kept the overload going. Steve tried to pull away but his body wouldn't cooperate, still wracked with electrical currents. "Stop…please. No more…I can't," he begged weakly. In answer to his pleas the commander latched onto him and sucked furiously until he groaned loudly one more time, frame still trying to get away and arch into the invasion at the same time. Finally, he pulled back and Steve collapsed to the berth, lightly convulsing with overload aftershocks.

His fans twirled and he cycled cool air through his intakes. It wasn't enough and he became desperate for air as errors continued to mar his HUD. His laying position was making it difficult to get proper ventilation so he gathered as much strength as he could. Gasping for air all the while, he pulled himself up until he finally sat, backplates against the wall and legs stretched out before him.

The commander advanced on him, fiery optics blazing with arousal, lithe body flowing gracefully. He dipped low and licked Steve's valve again to which he groaned and pushed at his partner's shoulder guard meekly. "No more. No more," he pleaded again, helm shaking from side to side. Sliding into his lap with a smirk plastered on his faceplates, Starscream straddled him and ghosted his servos over Steve's chassis.

When the panting and trembling finally died down, Starscream slid his warm glossa over Steve's intake. He could taste the commander's oral fluid and his own lubricant, both sweet and intoxicating. His spike twitched of its own accord as if begging to be touched. The commander was insatiable and for that matter how could he have Steve worked up again so soon after that processor-blowing overload? He didn't know and he didn't care, in control of his body once more, all he wanted was to feel the commander's wet heat surrounding him.

It seemed that Primus intended to grant his wish, evidenced by Starscream grabbing ahold of his chestplate firmly, claws digging in. He lifted himself up, positioned himself over Steve's engorged spike, and then bumped his valve against the tip. His optics shuttered for a moment and then flashed opened when Steve went to grasp his hip plating. "Don't touch and don't move." Steve nodded and waited while Starscream bumped him again, however this time the spike sunk in just a tiny bit. The valve was so tight he just wanted to slam himself inside but the commander's optics stayed glued to his visor, the threat in them evident if he defied the previous orders.

Lifting up again, the commander waited an astrosecond and then sunk back down taking a tiny bit more of the waiting spike. He pulled back up again and Steve groaned. _He's going to tease me, a_nd he was right. Starscream moved ever so slowly, taking each wet, delicious inch one at a time before pulling back up and repeating the process. Every nanoklick was torture, every inch agonizingly wonderful and he groaned alongside the commander, both of them lost in the blissful sensations of their bodies melding together.

Seated fully inside, Steve could feel his spike trying to stimulate the node at the back of the valve surrounding him. Energy left him in spurts, striking the node gently causing the commander to gasp. He started to move, up and down slowly, making sure to encompass the whole spike in his movements. On the upstroke Starscream would clench around the spike, which to Steve felt like the valve didn't want to let him go. On the down stroke he would grind their bodies together creating wonderful friction and rev his engine to add those pleasant vibrations.

Steve was in rapture, feeling his spike stroke along the sensor clusters and the node at the back of his commander's valve. Electricity lit up both their circuits. Sparks jumped from their plating back and forth and flew from where they jarred together. His commander looked stunning, bouncing up and down on his spike, back arched and helm thrown back, soft moans coming from his vocalizer.

His wings flitted as he moved, throwing the light around as it bounced off his shiny plating, emphasizing how pristine he kept himself, and Steve knew this was all for him. The commander was vain, all seekers were, and this was just as much a show to please him, arouse him, as it was interfacing. He wanted to be seen, he wanted to be worshipped and Steve was all too happy to grant him that which he wanted.

Technically, it was perfect fragging and everything he could ask for, but selfishly, he wanted more. He wanted to see his commander come undone around him like Steve had earlier. He wanted to thrust up into the commander vigorously and hear him scream his designation.

Hesitantly he encircled the commander's waist and pulled him in closer. With his optics, his frame, and his voice he pleaded, "Please?" The commander looked at him knowing full well what he wanted. His pace never faltered but he seemed to be thinking it over, optics never leaving the other's optical visor. Steve tried again, more desperately this time, with the barest of whispers, "Please?" The small nod was all the conformation he needed.

He grasped his commander firmly and thrust upward as he yanked him down. The seeker gave a shout of unadulterated pleasure and his EM field flared with a hint of surprise, not expecting such ferocity from Steve but clearly enjoying it. In and out, up and down, they moved together with Steve setting a hard, fast pace. His spike rubbed along the valve's walls, contacting every sensor along the way and slamming home at the end of a stroke to physically strike the node and pour heat and electricity into it.

The commander was losing himself for the first time since their sessions began a couple decacycles ago. He groaned loudly, helm ducked low against his own chestplate. Steve left one arm wrapped around him still thrusting at a steady pace and swiped his free claw over a drooping wing which shot up high and proud at the contact. His spark skipped a beat as the commander mewled; he slagging mewled for him, at the pleasure Steve was creating deep within his body. Starscream leaned in farther resting his helm against the other's shoulder, ventilations hot against his neck.

Stroking faster along the length of the wing, thrusting harder up inside the valve still so tight around him, Steve finally felt Starscream let go. He moaned uncontrollably into his neck cables and his EM field now screamed of desire. It was amazing but still incomplete. Steve needed more, he needed one more thing, he needed to make Starscream his this time.

The charge was building and crackling along their frames, visible flashes of electricity spurted outward from their joining. He could feel overload creeping up on them both but not this time, he refused. This time he would not go until the commander was his. The claws dipping into his chestplate clenched tighter and he knew it wouldn't be long.

Grasping the wing firmly, he slammed into Starscream again with as much force as he could muster. His partner whimpered, truly whimpered into his neck cables and Steve ordered, "Say it." Commander Starscream did not show that he had heard so Steve repeated his savage pounding three more times eliciting all types of noises from his seeker. "Say it," he gritted out again dangerously close to overload.

Still he refused. Letting go of his waist, Steve dug his claw into the other's aft and activated his overdrive. Energon rushed through his fuel lines, energy flooded his circuits, and Steve rammed himself inside the other's body with renewed vigor and haste. His seeker jerked backwards, writhing in immeasurable pleasure and making every noise short of screaming.

Steve kept going, determination overriding his frame's need to discharge the stored current in his circuits. Starscream collapsed back into Steve's neck cables after the initial shock and whispered ever so faintly into his audio what he knew the other wanted to hear, "Steve." It wasn't a scream but it was intimate and oh so perfect.

Overload consumed him as his designation resounded in his processor. The electricity flashed through him shorting circuits in a wonderful cascade that had him screaming over and over. Still he thrust himself up into the other and scalding transfluid poured into the waiting valve. Completely filled and still the transfluid flowed until it was dripping out, splashing across their bodies and the berth.

The explosion inside him and the resulting heat tripped Starscream into his own overload. He thrashed with the pleasure, the feel of the other's servos, the spike still invading him, hot transfluid coating his insides; all of it assaulted his neural net with data that drowned out all other rational thoughts besides the blessed pleasure.

Steve wore himself out of his frenzied plunging with the last of his waning overload and finally he went offline and limp. Their dual cooling fans sounded harsh in the now silent room. He rested against the other for a time and then lifted himself off the depressurizing spike. Their combined fluids drenched their frames and more splashed out as he maneuvered himself to the side and collapsed against the berth. His cooling systems worked hard as he allowed himself to lie quietly.

The moment had been perfect, as flawless an act as ever. The drone's commanding attitude was surprising but not altogether unexpected not to mention the 'facing had been better for it. Steve was no doubt looking to further their relationship but patience was the key. He was after all, an actor, a performer, and all great manipulations took time and had to move at the correct pace or they were not convincing. Things would develop with Steve and he would play along until, inevitably there was nowhere left to go.

It was a shame really because their relationship would be perfect until suddenly it didn't exist anymore. The drone had come to him for comfort and to indulge in his obsession but in the end this game they played would probably leave him broken and in more pain than before. Of course, with how expendable Lord Megatron viewed the drones it was entirely likely that he would be offlined before then and that would solve this problem.

Steve began to stir and he tensed because it was that time that came during every session with almost every one of his partners. It was called…awkward. The subject of the night's fun came back to the realization that it was all a lie after the interfacing was over and he had to politely tell them to get lost. If he kept up the act sometimes he could minimize the feeling of awkwardness between them.

The drone's joints ground a little as he sat up straighter and he decided to get it over with quickly. "Drone. Report to the wash racks and then get yourself buffed. You look indecent right now."

Steve looked a little hurt and lost but altogether it wasn't too awful. "Right," he said before pausing, "Um. Should I… how… when…" he stumbled over his own words unsure of what to say before he was cut off for the second time that night.

"Late in the solarcycle the humans refer to as Friday. I will be free unless otherwise noted in which I will send word in some form or another," he replied firmly but still gentle.

The drone looked relieved that he took the lead in the conversation but his face slipped again. "Ok. Um… see you… around. Friday…yeah. Bye." He continued to stare at the other until finally Steve got up and looked down at their respective interface arrays and then the mess on the berth. "Should I…"

"I will take care of it. Dismissed," and without another word he left. _Awkward isn't good enough a word to describe this._ Rising from the berth, he made his way into the main room and across to the door that led to the rooms that lay beyond. To keep up appearances Megatron had granted him two adjoined quarters to use, one as his real room and the other as the 'meeting' room. None of his… what friends, partners, lovers, clients? He didn't know how to describe them but none of them knew that these were not his real quarters.

They assumed the door led to the private wash racks that all the officer's quarters contained. It did in fact, but first there was a small hallway that needed to be passed through before arriving at the wash rack's door. The hallway had cameras in it so it could be monitored by him and Soundwave if he desired. So far, he hadn't desired. That seemed like a huge invasion of privacy in and of itself, not that Soundwave didn't keep round the clock surveillance on them all anyways but Megatron had assured him these affairs would have a level of anonymity. Besides, no bot had ever tried to use his wash racks.

Inside the racks, everything looked normal but there was a hidden door that opened to his real quarters. The scanner only came alive to his bio signature or if someone had a medical override CNA code. If necessity forced the issue, Knockout would be informed of the scanner and the medical code granted to him. He had asked for this so that he could maintain his privacy and personal comfort despite the constant traffic that traipsed just beyond.

Sometimes he worried that the other room would be discovered. It wasn't that hard actually as there were tell-tale signs that the 'meeting' room was not in fact normal quarters. Firstly, his rooms were in a different part of the ship than the wing that held the rest of the officers' quarters. There hadn't been enough available space on the officer's deck. Also, the setup of the rooms themselves was all wrong; he had a fragging work console in his berthroom instead of the main room for Primus' sake. Why no one had ever commented he didn't know but he assumed that they didn't bother to look that hard.

Inside the washroom, he stood under the spray and allowed the water to wash away all the evidence that anything had happened in the other room. It wasn't that he minded Steve; he was just tired of being used. In the beginning it was fun but now it was exhausting and he was stuck between pleasing his fellow Decepticons and wanting to tell them all to frag off. He used some solvent on himself and scrubbed harshly at his interface panel. _I have to call the cleaning drone to take care of the mess in the other room._

Heaving a sigh, he shut off the water and stood under the fans so that his armor could dry. The vents blew warm air onto his plating and it felt good, especially on his wings. _They are so sensitive._ He moved in front of the mirror and simply stared at himself, at those sensitive appendages. He flicked them lightly, moving them to an internal cadence, and even he recognized how enticing they were. _If this was how I looked all the time, life would be different, _he thought somewhat sadly. He also reflected wistfully about the good-looking spikes he had seen tonight, both Steve's and his own.

He didn't want to play these games anymore because they emphasized one thing, his lack of identity. He was created to hide who he truly was but at some point in all his long vorns he had realized that all he wanted to be was himself. Slowly, he watched in the mirror as his plating shifted, colors swirling. His body destroyed and remade itself while he watched, red glowing orbs shifted to slotted, visor-like white optics.

Makeshift stared at himself in the mirror, both content and regretful at what he saw. His protoform was covered by charcoal grey plating and overlaying that were large areas of outer armor colored a lighter gray with a bluish tint. His frame was covered in long, deadly sharp spines that protruded from his outer armor. His knee joints down, wrist joints up, along the shoulders, backplates, helm, even his codpiece was spiked. They served the important purpose of protection and to add mass to his frame without making him bulky. This allowed him to take on shapes that were naturally bigger than his own frame. The inner plating wasn't smooth either. It was sealed along sharp ridges that created contours along his frame.

He took notice of the scrapes and dents that littered his interface panel and thigh plating. There were other areas along his chestplate and arms that were also marred with scratches. He couldn't remember when they had occurred but his frame moved in strange ways when it shifted so it was likely they had been located somewhere else when he had taken on Starscream's form._ I will have to seek Knockout's help to buff these out._ He rubbed his servo along his interface panel, claws trailing inside the gauges until his panel clicked open ever so slowly.

Pitifully enough, he had no idea how to use his own interface equipment as his spike was covered in small spines as well. As his spike pressurized they lifted out of deep grooves and stood on end tilted slightly backwards._ They must serve some purpose. Then again my life is testament enough of how sadistically cruel Primus can be. _Shuttering his optics he whipped his head from side to side trying to clear those thoughts away and examined himself for the thousandth time pondering his strange additions. All he knew is that they were sharp enough to cut him when he tried to touch himself and undoubtedly he would offline somebot if he ever tried to interface using his own frame.

Therein lie the problem, Makeshift was built for battle, shifting, and espionage, not for interfacing. He wasn't attractive by Cybertonian standards. By shifter standards he was but he was the last of his kind so what good did that do him? No bot who had ever come to his berth had wanted him for him. They wanted him for his unique ability.

In the beginning they had come to him with coercion, forcing him to shift into whomever they desired and then using him as they pleased. Forced shifting is extremely painful as the processor gets overloaded with foreign data that causes the joints to move involuntarily. For this reason, his first lesson in combat strategies came from his creator, a lesson in self defense. 'If you insist on leaving the confines of the shifter community then you will always be in danger. If you can beat them in a fight, then they cannot take you as they desire.' Those words and those lessons served him well for a time but then they came in groups. Fighting back could not save him and the rape was only worse for it.

Not knowing what else to do, it was then that his creator had prompted him to attend the academy and learn the art of espionage. Shifters naturally favored the dark and their plating often had a color scheme that allowed them to disappear in low light levels. With his ability to shift and how easily he blended into the background, escape became as easy as intaking. He hadn't been raped since and didn't plan on it ever again. Although he no longer wished to interface with these mechs, it wasn't rape. He had been raped, he knew what that felt like and this was not it. He didn't tell them no because… he wasn't sure why exactly. He guessed it was just ingrained in him to do his part for the Decepticon cause in the only way still left to him.

A little while after he had first boarded the Nemesis, they had come to him and he had enjoyed every cycle of it. After all, he hadn't done much interfacing after the rough introduction he had had to it. They had propositioned him politely and no one had ever forced him. These mechs and femmes aboard the Nemesis were experienced and made it pleasurable for him. He had played the role of many different mechs and felt so many intense sensations on body parts he had never had. He gained a lot of experience as well and he knew he was now a great lover.

Slowly though, there came requests for things he did not wish to do. Acts he did not wish to perform on others nor allow others to do to him. Requests came that had nothing to do with interfacing and more to do with torture and pain. Sometimes the requests were forceful and didn't sound like a request at all, but still he did not deny them.

Over time he also began to notice, most bots he was with avoided him in his true form. Not just in conversation but true avoidance almost as if they thought seeing him in the daytime would ruin their nighttime fantasies.

The isolation that granted him so much freedom in the beginning now became his lonely prison and he withdrew further from everybot. He wasn't sure what he was feeling or why he was feeling it but at first it had angered him. He accused himself of acting like one of those bleeding-spark Autobots, pining for companionship and the ridiculousness that was the notion of love. _Disgusting._ He needed to mech up and act like a Decepticon, they used him to blow their circuits and he got the promise of fragging without the fear of commitment.

That notion didn't keep these strange emotions at bay for long though. Soon, exhaustion consumed him as he no longer had the strength for self-loathing and anger. He resigned himself to this existence and tried to take pleasure in it whenever he could. Sometimes it wasn't altogether bad like right now. There weren't many bots left aboard the ship that knew of his… availability. Things were actually decent with Steve who lusted after something he could never have and Makeshift was the only bot that could give it to him. It made him feel better and Steve was so innocent that he never truly felt used.

But more Decepticons would arrive and the offer extended to them. These new encounters would most likely be awful and the anger would resurface as was the vicious cycle. He would be angry with those who used him so carelessly and angry with himself for not being able to behave more like a Decepticon. His emotions were tumultuous and sometimes it just seemed like there should be more of a purpose to his life than this. Back on Cybertron, at the beginning of the war, there had been but not now, not stuck on this ship on this foreign planet. His skills were not needed here, except for that one time.

Their SIC had given him a real mission for the first time in vorns which had ultimately been a failure, but not solely by his own hand. He had always liked Commander Starscream as he treated Makeshift well. Makeshift was one of the few on board who would follow their SIC much more quickly than he would their Lord, a fact  
he kept to himself at all costs. The commander was good to him while on duty and off hours he tried to make their time together less awkward. He didn't pretend like it wasn't Makeshift afterwards, didn't avoid him. He was up front about his needs and came to Makeshift so that he did not grant more power over himself to the bot he truly wanted.

Makeshift did not particularly enjoy their sessions solely because Starscream liked pain with his interfacing and he did not. He did not enjoy hurting his SIC but that was what the other wanted. Subjugation was what he craved, to be dominated and used for the other's benefit, that other being Lord Megatron. Makeshift admitted granting Lord Megatron that power over him would have been a mistake given their history and regardless, the warlord had not actually shown any interest in the SIC in that way.

Playing Starscream for Steve's benefit was much better for him than playing Megatron for Starscream. He was nothing if not thorough and took his job seriously which meant a lot of research and data collection before he ever portrayed anyone. Before he had made his arrangements known to Steve he had thought about how Starscream would act in the berth. He had been with him plenty of times but always as the aggressor, dominating him. What was Starscream like when he wasn't being dominated, not that their SIC interfaced with anyone else anyways.

There was no data available on his habits so Makeshift had had to guess based on his behavior. Starscream only yielded to their Lord. Otherwise, he liked to be in charge, liked to be in power. He had surmised that this might translate to the berth as well. But Starscream was a valve mech through and through and he also had to take Steve's desires into account. The drone liked taking control and giving it up as well. He wanted a partner who viewed him as an equal although he worshipped the commander down to his very core.

The conflicting emotions and behaviors had made this one of his hardest manipulations but he enjoyed the challenge. He was a Decepticon after all, he was prideful and had a superiority complex that he fueled by being flawless at what he did. He had finally decided he would play Starscream as the dominant but allow Steve to loosen him up, win his spark. It was actually kind of sad to Makeshift that those two would never be together as they did complete each other well and Commander Starscream deserved someone who would allow him control but would dominate him like he wanted too. _Uhh, I am too soft sparked sometimes. _

He walked through the door that led to his private quarters grateful for the cooler temperatures inside. Shifters' body temperatures ran colder than other Cybertronian's for whatever reason and that meant he was often uncomfortable at the higher temperatures they preferred.

Inside he stopped by the recorder that contained all his favorite tunes from Cybertron. Sentimentality was not a good thing to have as a Decepticon but his carrier and creator had given it to him just two solarcycles before they were offlined. Besides his memories, it was the only thing he still had to remember them by.

Makeshift had been the only shifter to escape the destruction of his home state on Cybertron. The shifters were a small population that kept to themselves but he had always liked journeying out of the small community. He was away when his home had been bombed, totally devastated in mere nanoklicks. Neither faction had ever taken responsibility for the bombing but Makeshift was incorporated into the Decepticon fold only solarcycles later. He wanted revenge and they had seemed like the apt faction to choose for that. He wasn't a noble, he wasn't wealthy. He had lived in filth, worked hard in filth, and knew which faction would accept him with open arms.

Booting up the recorder, he chose a ballad that had been one of his carrier's favorites. The music blared out loudly despite his usual preference for silence but he was hoping it would drown out the unpleasant thoughts that kept trying to surface long enough that he could fall into recharge. Sliding onto his berth, he turned the lights off, and tried to relax. Thankfully the vigorous interface had tired him out some even though his frame boasted a considerable amount of stamina. _Recharge and a defrag will do me good._

His routine maintenance checks came back positive so he began his shut down procedures. System diagnostics reported that he would need a double dose of energon immediately come morning but otherwise everything was normal. His systems began to go into a low power idle and his processor became cloudy as it too shut down. It would be a full power-down tonight as he did not wish to have dream sequences. No doubt they would be horrible considering his current raging emotions. Just before he was totally out, two pesky little thoughts swept through his processor.

_You have it good here, you should stop complaining. No duties, no battle, almost no chance of offlinement. You've offlined plenty of Autobots to satiate your vengeance. Interfacing almost every night with different mechs. Nothing bad about any of that. Who cares that others don't want the real you?_

_…_

_…_

_…_

_Still, I think it might be nice to be wanted… at least once._

…

…

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**Please let me know your thoughts. I'm building Makeshift from the ground up so hopefully he seems realistic. In the series he seemed like one of the only bots who liked and respected Starscream so I wanted to play with that angle.**


	2. Following Orders Is Torture

**Thank you to anyone who has showed this story some love. You guys are awesome.**

**Ok. Pretty heavy chapter here. Makeshift gets abused, badly. We get to see how this all kind of started and some of why Makeshift feels the way he does now. Airachnid fans beware, she is truly evil in this chapter. **

**Little explanation, most notes won't be this long. Chapters are in chronological order and everything is happening in the present. Flashbacks of the past are marked with two **XXXXXXX**Flashback**XXXXXXX **marks, one at the start and one at the end. **

**Some assumptions I made/created to develop this plot: 1) the Decepticons have been on the Nemesis for a long time and a large portion of that was before they arrived on Earth. 2) In most continuities bots come and go, joining the teams then either dying or leaving. The present crew(and timeline) in this fic follows the series but the Nemesis had many bots coming and going throughout its voyage. **

**Chapter Warning- **torture, gore, sadism, BDSM in passing, sodomy

* * *

**Chapter 2-Following Orders Is Torture**

* * *

The frame was strung up by the wrist joints, pulled taut in a constant, unrelenting stretch. The torture had barely begun and already energon was seeping into the victim's protoform. Rivulets ran down the outer armor and pooled below on the floor. Gouges and dents marked the frame in a random order, encompassing the entire body except for a few key areas. Optics flickered uncontrollably as the victim tried to focus on the aggressor who was circling their prey.

The aggressor was the epitome of a toxic, lethal predator; dark coloring with bright yellow markings to warn others off, menacing plating features, and the weaponry to get the job done. The four slim legs that sprouted from her back flicked in anticipation of what was to come. Her eyes were not the characteristic Decepticon red but a solid, bright magenta that matched the luminescent flecks accenting her frame. There was no denying her beauty. She was adorned with tempting colors and a slender physique, looking soft and feminine when she wanted to entice her prey. Enticement was not needed here though. Her prey was already within her grasp so she could appear as feral and wicked as she pleased.

"Do what you want to me but leave Arcee out of this." The words came out garbled through a mouth full of energon that had yet to be spat out.

"'Leave Arcee out of this'…but she is the point. You are insignificant. Besides you have no say in the matter after all you're all tied up and at my… tender mercies," replied Airachnid with a dark grin as she pulled against the stasis cuffs to emphasize her point.

"Yeah yeah. You caught me but you didn't get her now did you? She is out frolicking around with the Autobots and her new partner…Jack." Baiting the femme was not wise considering the situation but it was demanded.

"The human," she hissed, tone dripping with malice.

"Yes, the human that you FAILED to capture. The human that blew up your ship, destroyed your trophies, and stranded you on this Primus-forsaken pit of a planet." This was leading right where it always did. The captive's processor fluxed, it was confused and trying to escape this torment, which in reality the frame was bringing upon itself.

Each word the captive spoke only fueled her fury, goaded her into action but abruptly her face lost its hateful expression. "No matter. I will get Arcee soon enough and for now you just happen to be available to entertain me." A broad grin spread across her sharp features ever so slowly, magenta optics burning in cruel delight. That smile was sadistic, malevolent, and promised pain every waking moment for the next two megacycles. If there was ever a more sociopathic bot than this femme, not even the pit would take them.

One of her slim legs reared backwards, sharp tip glinting as the little light in the room struck it. _I shall know pain. _"Now, let's see how loud I can make you go." The leg flashed downwards and an energon-curdling scream filled the room.

XXXXXXX**Flashback**XXXXXXX

Makeshift jolted awake, vorns of battle-primed survival instincts taking over so his body was reacting before his processor had fully booted up. The threat however, was nonexistent. / Makeshift. Report to the Bridge. /

He looked about the room and then checked his internal chronometer, middle of the night. At this time of the megacycle, only the skeleton crew was awake; piloting the ship, performing diagnostics, and maintaining optimal operating parameters. Why then was an officer, Lord Megatron no less, on the bridge and comming him? The comm. message to him was highly unexpected in the first place as none of his superiors had had need of his particular skill set since he had boarded the Nemesis. Megatron's tone had not been helpful in identifying what the subject of this meeting could be about either as it was decidedly neutral.

/ En route, Lord Megatron. Five cycles. / Leaving his quarters swiftly, Makeshift moved about the ship toward the command deck hiding in plain sight. It was not that he expected to be attacked but his nature kept him in need of obscurity hence his propensity to take advantage of any casted shadow.

His quarters were two decks below the bridge with the rest of the officer's quarters. He used the lift at the rear of the ship, arriving at the appropriate level with 3 cycles to spare. One long, dimly lit hallway and then the large doors to the flight deck loomed before him. Instead of wasting time with further deliberation about the nature of this meeting, he moved onto the bridge without delay.

Inside, his scanners immediately picked up three life signatures besides his own, one much more powerful than the others. Scanners were meant to be helpful in battle, registering potential threats before they appeared in front of the optics. Makeshift's optics had to adjust to the higher light levels but they caught up quickly enough as he took in his lord's massive form standing in front of him at a console, giant claws clasped behind his back, his signature pose.

The ex-gladiator's charcoal grey plating was pristine but the protoform beneath sported scars from his many vorns of battle. He was the largest mech Makeshift had ever laid optics on, his own helm only coming to mid-torso on the other, and he wore that frame with supreme confidence. _I wonder if my frame could assume his form, _he thought in passing as he scrutinized the other.

The outer armor was well-designed, practical, and efficient in its protection. His shoulder plates had curved spikes that although could most definitely be used as weapons in the right moment, were the only embellishments his armor boasted. While most mechs kept their weapons hidden, Megatron flaunted his fusion cannon, an unparalleled weapon, on the right forearm.

Makeshift moved up behind his Lord and bowed his helm respectfully before addressing him, "Lord Megatron. You demanded my presence?"

"Yes Makeshift, I wish to discuss something of a personal matter with you." _A personal matter?_ Makeshift's optics drifted to the two drones who were currently attending to the ship's directive. They were ground-based vehicles as opposed to the flier type but either way Makeshift had found in his vorn aboard the Nemesis that both types were much less drone-like than their manufactured origins would suggest. He was not close enough to their EM fields to feel anything but no doubt they were raging with curiosity. Even their body language was giving them away, frames humming in anticipation and turned slightly inward toward the officers.

"You wished for privacy for this conversation my lord? That is why we are meeting at this time of the solarcycle?"

"Obviously. Do not be deliberately obtuse for it is unbecoming of such an intelligent mech. Speak plainly."

_I think that was a compliment. _"Yes my lord," Makeshift replied. He was not sure if the warlord had grasped his meaning anyways despite his demand for plain speech. He took too long to deliberate.

"Well?" Megatron asked with a hint of annoyance. Makeshift swept his arm outward, the gesture encompassing the two drones working in front of them. The drones were suspiciously engrossed in their current tasks looking as if they were completely unaware of the conversation going on around them. Megatron turned his attention to where Makeshift's line of sight was and then gave an abrupt rumble of laughter. "They are drones, preprogrammed workers, barely sentient. Trust me, we are alone enough."

"Yes Lord Megatron." The shifter was in disagreement with that thought but let it go. If a bot wanted to survive among the Decepticon elite, the first thing they learned was when to keep their mouth shut.

"Makeshift you are undoubtedly aware of my rules regarding fraternizing among the ranks. I believe it foolish for soldiers to indulge in such distractions with their fellow comrades as that tends to lead to conflicts of interest," and he paused to make sure Makeshift was listening.

"However good this approach may have been on Cybertron, recent events have caused me to contemplate the… individual's needs. You see, on Cybertron and other planets where Cybertronian life was plentiful I was not adverse to soldiers seeking out others for entertainment purposes as long as they were outside the army. Their needs got met, no unintended sparklings were created, and no risk of bond mates being formed between soldiers."

Makeshift gave his superior his undivided attention as he had yet to identify where this was going. He noted how slow the drones were going about their tasks once again, _barely sentient my aft._ "However we are not on Cybertron anymore. We are on the Nemesis and however large and populated it may be we are still restricted. I find in times of such confinement tensions run higher than normal. In addition, many have grown restless due to inactivity; the absence of battle has been long as of late. When such is the case, bots need a mode of release. As Decepticons, if those needs are not channeled into an appropriate form of release, there is a tendency for aggression and unsavory intentions. I will not stand for dissention in my army and that is where you come in."

"What would you have of me my lord?" Makeshift was sensing a general direction for this conversation now and he was interested but apprehensive at the same time.

"I believe that you may be able to provide such release for the officers. I will be up front with you, due to my previous limitations imposed on such activities, many of the officers have come to me directly hoping for exceptions to the rule. They come asking about your… particular gifts. They suggest that you would surely be welcome to the idea of interfacing and that none of my usual concerns would apply because you would be with many different bots and them only with you. No motivation to bond or other such nonsense."

Makeshift was not thrilled with the idea of being forced to interface with the mechs aboard the Nemesis, it sounded suspiciously like rape wrapped up in a pretty package of double speak. "Sir, I have gathered what you have wanted me to from this conversation. I wish to know, are you issuing this as an order?"

"Did I order you to do anything?"

"No, my lord, you did not."

"Are you opposed to the idea of using others to blow your circuits and them using you? Interfacing is about primal needs being met through pleasure. Do not tell me you believe in love and companionship?"

"No my liege. All the love I may have ever had died on Cybertron with my home."

"Good but you did not answer the initial question."

"Who has asked?"

"I will not designate anyone in particular. Know this; I did not suggest you be given this role. Others have thought it up and come to me themselves. Does it matter who?"

And that he did not know how to answer. The question was a stall in order for him to figure out a true answer to this problem. He was sure telling Megatron that he had been raped as a youngling was not an answer. That he had not interfaced since and hadn't intended ever to again, was also not the answer. Second rule of surviving among the Decepticons, reveal no weaknesses and never allow anybot to know what you fear. Decepticon officers did not have much in the way of camaraderie as any bot higher in the chain of command than you was just a stepping stone on the way to the top. Backstabbing was commonplace and any weakness would be instantly exploited.

Megatron must have registered something from his facial expressions but what he didn't know. "I'm sure with your abilities you have done a lot of interfacing so that is not the problem. Are you worried about others' inexperience?" He gave a short laugh at that. "I would not wish to take naïve, bumbling fools to my berth either but if that is your grievance than you have nothing to worry about. Naivety does not have a stronghold within the Decepticon ranks." _What a nice way of calling the other officers whores. _

He had to think on the fly for he was not at all sure what he wanted. First, he acknowledged the fact that whether or not these were orders, Megatron would not be pleased if he declined. Second, he was worried about his own inexperience, not others. His only interface experience had proven to be forced, painful affairs, not in the least pleasurable. Though Megatron's words did lead him to believe that there could be a desirable outcome to this after all the bots aboard this ship were apparently adequate lovers or better.

Also, no bot had tried to take him by force which showed him a modicum of respect at least because despite Megatron's cap on interfacing, rape was all too common. Who would admit they were raped? It would only lead to further rape on their part since other Decepticons would view the bot as weak after that. It happened whenever there was a break in Soundwave's surveillance and with no witnesses to admit anything, Megatron was largely unaware. Well as least as far as anybot knew.

_I shall try this but on my own terms._ "I have no grievances. I like a good frag as much as the next mech." Lies but a good actor he was. It sounded so natural and smooth as it flowed out of his vocalizer.

"A wise decision," and that tone told him he was right about these 'non-orders'.

"I do have a few stipulations that I believe would be best for all involved."

"What do you require?"

"I would never be impudent enough to demand better quarters my lord but I do wish for others. You have made it clear that there are at least a few bots, and I assume more than that, who have inquired so I would prefer a place where I can have such meetings apart from my true quarters. Too much foot traffic to keep anything private otherwise. Two adjoining quarters would be preferable and given the nature of the trysts… soundproofed."

"A small requirement. I will have Soundwave find something suitable. Anything else?"

"Discretion and anonymity my liege. No cameras in these rooms. I know Soundwave insists on around the clock surveillance but it is not prudent for him to watch these affairs."

"Soundwave, as you are well aware, is very good at keeping silent. He would not speak of such things to anybot."

"True, but he would tell you my lord, if you asked. I shall be frank, given the nature of my abilities, bots shall be asking me to look and play the part of their fantasy mechs. Do you believe seeing himself 'facing another bot's processor out is best for our reticent spy? For that matter, what if someone asks me to play you my liege? Would you have me deny them?" Makeshift was being bold addressing Megatron this way but no bot had ever accused him of cowardice.

A slight grimace edged its way onto the warlord's faceplates before he answered. "Point taken, but Soundwave will still have to download the schematics and data on every mech you are asked to assume. He will know if they ask for him or me." 'Me' was almost hissed out.

"I would suggest he download the data for all the crew members in the beginning. After that it will not be known who asks for whom. Additionally they may ask for other mechs but Soundwave can provide that data at a later time."

Megatron remained silent for a while before addressing him in a curious tone. "You sound as though you have been thinking about this for a time. Has somebot come to you already?"

"No. I simply know something about mechs, interfacing, and their fantasies. They will ask me to play a role and will want it to be convincing. On that topic, I would ask that Soundwave perform any necessary downloads beforehand and mediate between myself and the other bots. It ruins the fantasy if they must come to me directly to ask for what they want. As he is certainly listening to our conversation right now, I can work out the details with him later."

Makeshift was so calm and matter-of-fact that he surprised himself. Truthfully he had always worried about others propositioning him but he had not lied when he told Megatron he had not thought of this beforehand. It was also true that he was aware of how mechs fantasized about what they could not have and how easy a target he was because he could give it to them if only for a night.

His face turned upward to take in his lord's expression, it was one of annoyance. For a moment he thought he had overstepped but it wasn't directed at him, more at the situation in general. "You find this whole idea to be inconsequential and a waste of Soundwave's time?" It was framed as a question but Makeshift was more than positive he was right. The leader of the Decepticons, revolutionary gladiator and merciless warlord, was spending his time fielding sexual questions and would be setting up secret rendezvous for his officers. _Some might think the mighty have fallen a notch or two._

"Perceptive," and he said that like it was not a good thing, "It's true I find these pleas to be distasteful but I have my reasons for worrying about this issue and taking it seriously enough. Your skills are one of a kind and yet I have no use for them at the moment except for this. Pity. I will have Soundwave find you new quarters and meet you there for the initial download."

"And I shall do my part for the Decepticon cause even if this is all I can contribute at this time."

"I am pleased with your assent. Remember this though, I expect loyalty Makeshift and the consequences, should anything otherwise come from these sessions or the lack of surveillance in your new rooms, will be unpleasant for all involved. Dismissed."

"Lord Megatron." He bowed and left contemplating all that had been discussed. He passed one of the drones, now checking a monitor located behind them, on his way out and his EM field brushed the others. It was positively quivering with excitation, why, he was pretty sure he knew.

XXXXXXX**Flashback**XXXXXXX

Pain. Pain is something you do not know the meaning of until you have been tortured. It cripples the senses, overwhelms the mind, destroys everything that makes you you. It starts as a sharp sting, then a dull ache, and each sequential moment more and more pain adds to the onslaught. It consumes you as it perpetuates throughout your body, tears through your processor. It grows and grows until there is nothing left but the absence of all that was normal and good.

Pain becomes unbearable, fear begins to devour you; make it stop, anything to make it stop. Each nanoklick is filled with desire, desire for any outcome that will stop the agony. You cannot take it anymore but unfortunately you can, you can take so much more.

Eventually the desire for death comes and that causes pain all on its own. The realization that death is the only inevitable release gives you hope. But death does not come during torture, there is no end. You have been given hope only for it to be ripped away and that destroys you faster and more completely than the pain ever did.

It's not over yet. Pain wracks your body, shoots along every sensor array, and assaults the processor over and over heading towards a climax that does not come quickly enough. Only during the height, the moment when your body has had all it can take, does the processor fail you again.

Rational thought is eliminated, fear and pain is all that you have ever and will ever know. And then… you tip over the edge, there is nowhere left to go. You are numb, lifeless, emotionless. You do not care.

In the hands of an experienced torturer, a sociopath who not only enjoys their work but satiates their own arousal with their captive's abuse, pain is not enough to describe what happens to the body. A good torturer knows what to do to prolong each excruciating moment and Airachnid is a good torturer.

The femme started out slow; cuffs too tight, joints stretched just to the point of pain, scratches along the frame. Rougher and rougher she grew, tormenting him with body and words. Assaulting him in ways he could never have imagined. Overwhelming him with pain beyond pain and the climax was not close. She would do what any good torturer did, prolong the experience. She would give him rest; give him hope, and sweet, sweet energon to let him heal the tiniest, most insignificant little bit. And then she would begin anew with every intention of reaching that climax.

This was where he was; somewhere in the middle of wishing for death and rekindled hope. Energon was everywhere; spattered across him, her, the floor, and his bindings. It was no longer warm, no, it had started to congeal as it cooled; a sickening feeling along the frame that told him just how bad he was hurt.

This was not his first time and would not be the last. How…why was the real question? Why did his frame continue to accept hope when it was presented even though he knew there would be no relief? This madness would not end until he was numb and the numb would last. It would last for solarcycles until his processor was finally able to take control again. Hope fueled him when all he wanted was it all to end.

She poured the energon into his waiting mouth and it flowed down his intake, cool, tingling relief in all the heat. "Energon is so delectable when we need it most is it not?" His body was ablaze with attempts to heal, his HUD was covered in errors and warnings but he was too far gone to read them. "I can see you are not in a talkative mood right now but I hope you don't mind if I am."

The energon plopped into his empty tank and was immediately drawn outward to engage auto-repair procedures. Nanites were employed and he could feel them mending him even through all the pain. "Your auto-repair is working to fix you. Such good news. After all we wouldn't want you to die now would we? No sense in that, you are too much fun while you still intake, Tailgate."

He wanted to stop the mend, stop the hope, but he couldn't communicate his own wants. Later he would recognize how much he wished to be able to stop the prolongation but right now he couldn't want, because he couldn't think. "Oh how I do enjoy our time together. Torture is an art you know and I have to admit as good as I am I'm not perfect. We will get there though. Let's keep trying."

A long leg shot into his shoulder joint and his vocalizer let out an anguished wail. The leg pulled out and then shoved back in over and over. Five more times and then the leg went through the other side of his frame, dripping with energon that had only been ingested cycles ago. Here she paused, reveling in the feel of it all and then twisted the limb back and forth, wrenching the metal. His body was still registering all the pain but his processor was not. Mercifully all these sessions had taught his processor one thing, escape into itself while it still can.

XXXXXXX**Flashback**XXXXXXX

"My lord, I need to speak with you in private about some of my current activities." Makeshift had contemplated his decision to seek a private audience with Megatron concerning this matter but felt it necessary. So he had made his way reluctantly to the bridge, gathering his wits the entire his lord eyed him he saw annoyance yet speculation in that steely gaze.

"Return here in two megacycles."

"Yes my lord." And so Makeshift returned to his quarters to wait. He knew better than to bother Megatron with such matters as interfacing but last night's encounter had landed him in the med bay. It had been many, many stellarcycles since his first conversation with Megatron about his extracurricular activities. In that time, he had become accustomed to routinely servicing about twenty mechs and femmes at one time and found himself enjoying all these encounters. Interfacing was much more pleasurable when done correctly and without force.

Recently though, there had been a mech who liked pain with his interfacing. At first it wasn't bad for Makeshift as the mech had been unsure of his own desires. However the mech's confidence had grown with each affair and slowly he had become more and more aggressive. It wasn't unusual for bots to have BDSM fetishes and he had been tied up on more than one occasion. Makeshift wasn't aware of the real danger from this mech until it was already happening. His processor had been too preoccupied with the pleasure to notice the creeping pain. Last night's encounter had seen him to the med bay with a crushed pelvic structure. The pain had been so immense coolant had leaked from his optics for the first time since his sparklinghood.

Two megacycles later and he was back on the bridge. Before he could announce himself, Megatron turned and walked passed him out the door with the order, "Walk with me." Outside they detoured from the main areas of the ship to the less populated. When they passed no bots anymore, not even drones, Megatron prompted him to speak.

Makeshift took a moment to collect himself and then warily began, "Lord Megatron, recently I have had encounters with a mech that have been less than gratifying. When I began this I was under the impression that this would be about interfacing and pleasure…not pain."

"Some bots find pleasure in pain." _An odd remark._ Makeshift had a bad feeling he was about to get some unwelcomed illumination into the warlord's mind.

"True, however last night my encounter left me in the med bay. I wish to know if the orders you didn't give me extend to these circumstances."

As good as Megatron was, Makeshift saw right through him. The warlord already knew what had happened and by the look he wasn't wearing, it did not bother him in the least. "May I ask who?"

"My lord, I think we both know you already know who." Makeshift felt a stab of anger but held it back, his EM field pulled tight around him so no other could feel his emotions.

"Ah yes, that I do and for reasons that are my own, I would like for this particular mech to get adequate release. You are a Decepticon after all. You should accept that pain is inevitable and will overcome it like everything else. Otherwise you admit weakness."

In that moment Makeshift understood a lot of things but most importantly he understood just to what degree he was being used. Megatron was using him, his body and his energon, to satiate other mechs likely to commit treason. Most likely he had in fact recommended Makeshift for this task even though he had denied that in the beginning. Being completely honest with himself, he had always known, Megatron had practically admitted it during that initial conversation. He didn't care about a bot's needs; he cared about keeping his subordinates under control.

Although some might assume otherwise because he was not afraid to speak his mind, even to Megatron, the shifter was loyal and this revelation didn't change much. What he needed to know was how far it would be allowed to go. "I can accept that my lord. But will you forfeit my life to relieve this mech?" Makeshift was not being hostile nor had he emoted anger but Megatron's EM field responded with a threat at his words.

"Be careful of your words mech. I would not allow an officer to offline another and I believe you may be overly dramatic at this point Makeshift. Does he damage you?"

"Yes my lord."

"Permanently?" That comment left Makeshift thinking their lord was probably a fan of pain during an interface. _Why does that not surprise me?_

"Not as of right now."

"We will take precautions so that he does not in the future either. I must speak with my medic. Report to the med bay in three solarcycles time."

_So Megatron had already started preparing something in the event that I came to him with this._ "As you wish, Lord Megatron."

XXXXXXX**Flashback**XXXXXXX

"Hmm. I think we're done here. It was a pleasure as always Tailgate." Airachnid left the room with a smirk on her face. Her frame was splattered with the other's energon and it was no longer warm but cooling in bright blue streaks. She moved throughout the ship toward the med bay enjoying the questioning and slightly horrified looks of the drones she passed. She strolled into the med bay her hips swaying grandiosely. "Knockout. I'm done with him."

She opticed the red and yellow sports car with a satisfied look. Only nanoklicks later and Breakdown, a large blue mech that took the alt form of a SUV, came out of a back room. Knockout, to his credit, tried not to look disgusted at her teasing but she could see it. Her look was so smug and she couldn't help playing with him some more. She ran one of her servos through the cooling energon, face changing to one of pleasure. "You should probably take Breakdown with you. You'll need the maid. He's filthy and so are the quarters. Don't worry though, I gave him some medical grade energon before I left and activated his supplementary nanite protocols just like you showed me. I'm so nice I amaze myself."

"Breakdown. Let's go," he growled and stormed out of the med bay, his lumbering assistant and lover right on his heel struts.

Knockout could hear the femme's maniacal laughter all the way down the hall. "I do not understand why he lets her do this to him," Knockout exclaimed, furious at Airachnid's disregard for her fellow Decepticon and Makeshift's submissive behavior. "Now I have to go there and fix him. You know how long it's going to take, like I don't have other things to do."

He seemed to think about his own words and realized he had made the situation about him. Breakdown knew that wasn't the case though. Knockout played the arrogant, self-absorbed, and vain, definitely vain, physician quite well but he was really a lot more soft-sparked than he let on. "He is going to be in that mood for the next seven solarcycles, at least. In shock or depressed or whatever the slag the humans call it. You know, one day she truly is going to kill him." Knockout continued to rant all the way to Makeshift's quarters, two decks below the med bay. "Aren't you going to say something?" he huffed.

"What do you want me to say?" Breakdown knew what was going on with Knockout. As a Decepticon, Knockout couldn't refute his harsh nature but he was still a medic and liked his job. He liked to heal others. There was no denying he liked to take others apart as well because he was fascinated with internal mechanisms but he didn't like to see another bot's handy work. Not to mention he liked Makeshift, everyone did actually. He was sarcastic in his humor but not cruel, as nice as a Decepticon could be, and never wished any of his fellow Decepticons ill. Knockout hated to see him after the femme had had her way with him; used worse than a pleasure bot and then left alone in the room like scrap metal until they arrived.

"I don't know Breakdown. You think Megatron knows about this?"

"Yes," he replied quietly but firm.

Knockout paused to look at him. "How can you be so sure?"

"Because nothing happens aboard the Nemesis that Soundwave does not know about."

His little lover seemed to think about that for a moment before continuing on his way. "What if Soundwave has kept this to himself?"

"Not likely and why would he? I don't think he has a problem with Makeshift."

"Soundwave doesn't have a 'problem' with anybot." It wasn't said with hate or disgust, simply as a fact.

"Yeah, strange mech that one."

"Yeah." Knockout's voice trailed off as they found themselves standing outside Makeshift's quarters. He prepared himself for what lay beyond the door and then entered the key code.

It wasn't enough. No mental preparation could have been enough. His optics took everything in and yet his processor could make nothing of it, just an energon colored blur. He tried again but his processor refused to focus the images. It was almost as if his mind was trying to protect him from this because once seen it could not be unseen ever again. Too late, he didn't look away and suddenly the whole picture snapped into focus.

Tailgate's form lie face up on the floor next to a pair of deactivated stasis cuffs. Several meters of heavy chains were haphazardly strewn about the form and marked with splashes of dried energon. His whole frame was riddled with holes, stab wounds from Airachnid's many legs. They were crushed around the edges as if she had thrust them in and out over and over, twisting them to intensify the agony he must have felt.

Frame joints were disconnected, the circuitry and cables pulled into awkward bunches outside of the body. Electricity sparked where high-voltage wires had been frayed and they now ground into the protoform, burning the sensitive metal. Armor had been cut from his plating and tossed aside absentmindedly. His optics had been punctured in the center and then the housings pulled out so that they hung from wire bundles.

Knockout could see that his codpiece was gone and the interface panels torn away. His spike lay depressurized outside of its housing, claw marks raked up the sides. Knockout moved closer to examine his valve. _Please no. _

But Primus was not merciful in this case, he had indeed been sodomized. There too something had been plunged in and out, twisted around to damage the outer rim and walls. Something that wasn't supposed to enter a valve and looked to have hooks around the outside that had punctured him first before being rotated, almost as if she were cutting a circle around the outside so she could remove the valve. To Knockout's horror his lip plates showed the same markings.

Knockout felt sick to his tank as he looked at the body. This was the worst she had ever done. Only his spark chamber, processor case, and main energon lines had been spared from the onslaught. This was the only reason he was still alive though he probably wished to have been offlined many times during the torture. The sports car was having trouble intaking as the smell of ozone and burning energon was assaulting his scent receptors. He felt a soft touch on his shoulder plates and he turned with coolant in his optics to see Breakdown standing next to him.

"I know Knockout, I know. But we must move quickly."

Knockout nodded, not trusting his voice at that moment and then turned back to the Makeshift. He lifted the heavy chains off the body, throwing them across the room in a show of anger. He removed two large syringes from his subspace and handed three vials of a purple viscous liquid to Breakdown. "Get a tub filling with warm water and pour the nanite gel into it. When it has diffused, come back out and he will be ready for transport."

Breakdown moved quickly to do what Knockout had asked knowing his medic was going to need comfort later after how awful this was. They had seen a great many disturbing things throughout this war but nothing so terrible and senseless as what the spiderbot did to Makeshift. They didn't know why he allowed this to happen to himself or why Megatron did nothing to stop it. From everything they had witnessed, Makeshift was a loyal soldier and if this was some kind of punishment, why Airachnid? Megatron was perfectly capable and usually enjoyed punishing traitors himself. / Diffusion has started. Time left, 1 cycle. /

/ Okay. / Knockout had already injected the medical energon/nanite combo into Makeshift's main energon lines. As the nanites were pumped throughout the body they would seal off any leaks almost instantly. Knockout worked to encase any openly frayed wires so they wouldn't grind into the protoform and cause more burns. He pushed circuitry back inside the body and realigned joints, relocating any that could easily be done. There were portions of the frame that were crushed or missing entirely and he would have to replace them later.

/ Full diffusion is complete. I'm coming to get him. /

"He is safe to transport," Knockout said in a shaky voice as Breakdown stepped out of the doorway. "Try to be gentle."

"You know I will," and he gave Knockout a small smile before scooping Makeshift, still in Tailgate's form, up and took him into the wash racks. Knockout followed behind quietly.

Breakdown placed Makeshift's body into the nanites as gently as he could watching in awe as the purple mass swirled around his limp form. Knockout replaced his optics, welding them back into place and sighed as there was nothing left for him to do. Makeshift would have to heal enough so he could shift back into his own form before they would know what needed to be fixed or replaced.

The nanite gel was a special liquid one of the previous medics aboard the Nemesis had created and he had improved on. A small amount could expand into a much larger volume when placed in water and it effectively healed transformers at an extremely accelerated rate. It didn't work on anybot as it was specific to an individual's bio signature and corresponding nanite repair protocols had to be installed first. The specificity granted these nanites the schematics and makeup of a bot and allowed them to fix more efficiently and just as correctly as natural auto-repair. Makeshift had had all this done to him before Knockout had ever arrived aboard the Nemesis which spoke of long term abuse by others, not just Airachnid.

His tank churned now that he was no longer in emergency mode and he knew he had to rush for the door. He made it just outside the quarters and collapsed to the ground before he purged. He purged until his tank was empty and then he dry heaved while his processor throbbed with pain. Knockout had never thought he would be one to get sick over something like spilt energon but it was so terrible.

Several cycles later and he felt a tiny bit better. Well, his processor did at least. / I need a cleaning drone to the lower decks. Outside Makeshift's quarters. /

He flinched in pain as the drone's reply sounded harsh and loud to his over-stimulated processor. / Right away. Officer Knockout. / He went back inside and saw Breakdown waiting for him. His lover looked uncomfortable and sad, sad for Makeshift. Knockout went to him and allowed himself to be embraced. The big blue ex-wrecker was there for him, always there when Knockout needed him but for once, it didn't make him feel any better.

* * *

Knockout was in and out of Makeshift's quarters for the next two solarcycles, injecting him with nanites, painkillers, and feeding him energon. Makeshift had insisted on always being treated in his quarters, never in the med bay which Knockout would have preferred but he suspected that the shifter didn't want to be seen in such a condition. He emptied the water, allowed Makeshift to dry for awhile, and then refilled it. Its purpose was to regulate frame temperature of the host and the nanites. Once the nanites started to fix a frame they didn't let go of it so there was no risk of them being drawn down the drain. It made everything so much easier.

On the second solarcycle after the attack, he came back online, if it could be called that. Knockout had not had much experience with this type of attack before Makeshift so he had actually consulted the human's internet to find answers. He had found out that human victims often go through a period of shock, numbness, where it was like the mind wasn't actually functioning. The shifter didn't move, didn't speak, didn't respond to any stimuli, he barely even intook. The sports car monitored his vitals and continued with internal repairs but there wasn't much he could do until Makeshift snapped out of it.

It was another three solarcycles before he regained some function. His helm turned to Knockout as he entered though he did not speak. "Hi Makeshift," and his response was nothing but a blank stare.

The next solarcycle and emotion had returned to the mech even if speech didn't seem to have. His face was tortured, that was the only way to describe it. Knockout knelt beside the tub and couldn't help the flutter in his spark. He did something he shouldn't have; he let his own emotions show and addressed the one topic that would only hurt the victim more. "Why Makeshift, why? Why do you allow her to do this to you?" He remained unresponsive. "Why don't you tell Megatron?" and Knockout was not prepared for the painful expression as Makeshift's helm snapped to him, white optics ablaze.

He turned back to the murky water he lay in and mumbled something out of a static laced vocalizer. "What?" Knockout whispered.

"Megatron…knows."

Knockout was in total disbelief. How could Megatron allow this? It was inconceivable. The medic felt his anger grow with each passing thought. _Soundwave knows. Megatron knows. They allow this._ His anger crested as another thought pervaded his processor, _Megatron encourages this. _It all made sense; Makeshift's tolerance, the provided nanite serum, Airachnid's smug attitude as if she assumed there would be no punishment for her actions.

How long this had all been going on Knockout didn't know and didn't want to. One thing was for certain, he was going to have a talk with Megatron and hopefully… he wouldn't be offlined afterward.

* * *

**Oh Makeshift, I love you buddy but I had to. Things will get better I promise.**

**All shall be revealed in due time but please let me know if anything is confusing. I don't think so but I'm bias, just a smidge. Megs isn't as awful as he seems, just wait.**


	3. Collisions

**Thank you everyone, you guys are so awesome. I always make sure to reply to everyone's comments but if I didn't, you don't have pm enabled so thank you too!**

**A lot of viewpoints going on here. A change in POV is marked with XXXXXXXXXXXXXXXXXXXXXXX. I only mark changes when they are extreme or have a time overlap. We get a little Breakdown and Knockout time. Yay!**

**Chapter Warning- **I think none, wwwhaat?! That's a first.

* * *

**Chapter 3-Collisions**

* * *

After letting slip that tidbit about Megatron, Makeshift didn't speak again. He slumped against the tub and endured the medic's busy motions with a blank expression. Knockout went about his work solemnly acknowledging the fact that he just screwed up by adding to his already vulnerable patient's pain. It was only a fleeting acknowledgment though as he was too preoccupied with struggling to keep his own rampant emotions in check. Otherwise he would be up in Megatron's faceplates already; to say that wasn't the wisest decision was an understatement of epic proportions. No, he needed to finish his work and then get some recharge before he confronted his leader.

_Glorious recharge, I think I've almost forgotten what it's like. _Taking care of Makeshift was occupying a good portion of his spare time which was almost nonexistent anyways. Megatron was calling him in to the med bay almost every night to repair drones in addition to his normal shift. He would go to his quarters, spend a little time alone or with Breakdown when he was lucky, and then he was getting called back in. Every shift was filled with monotonous repairs that gave him a processor-ache and yet their leader insisted on demanding his presence even on his off time.

It wasn't just him though. Breakdown and the drones were getting sent out on more and more missions, Soundwave was seen on the bridge more frequently than before, if that was even possible, and Airachnid almost wasn't seen at all. Their lord was always working on something, whether it was the light or dark half of the solarcycle. It seemed as though Megatron wasn't recharging as well lately and he had deemed it fitting to make everyone just as miserable him.

_Maybe he just needs a good frag. _Returning to his work with that amusing thought in his processor, Knockout leaned over absentmindedly to refill the tub which caused his EM field to brush against Makeshift's, finally having returned after being a tightly-coiled, emotionless thing. Knockout physically recoiled as if having been slapped in the faceplates. The field was brimming with a seething rage so complete there wasn't an ounce of any other emotion in it. Makeshift turned to look at him while simultaneously drawing his field back and wrapping it around himself like an angry, protective blanket.

They stared at each other for awhile, neither saying anything. Knockout was aghast. _What has happened to make him capable of that level of emotion?_ The torture was awful yes, and the medic could understand pain, anger, betrayal, grief; all of those emotions swirling together in an attempt to cope with these encounters. This unadulterated wrath was beyond compensation and he had felt it before in mechs who were pushed beyond their breaking points.

When anger built to a place of completeness, it almost became an entity all its own. It assaulted the processor as if a virus and ate at a bot's mind, destroying it from the inside out. They were consumed by it, led astray by it until they were unrecognizable to others and others were nothing but targets to them. The anger lost direction and they lashed out at everybot and everything that came across their paths.

Eventually there was nowhere else for the rage to go and it was turned inward toward the host. The unbiased fury continued to ravage the mind as it made to ruin the body. That anger spoke volumes and what it said was that Makeshift, reserved, light-sparked, and quietly sarcastic Makeshift, was actually consumed by self-loathing and probably disdain for his fellow Decepticons.

But…something was different. Knockout had witnessed this crawling slide into insanity before, more times than he had wished and inevitably all of those bots had been put down as the mindless beasts they had become. None of them had ever felt like Makeshift though. None of them had ever been able to rein their anger in, hide it, suppress it, change it even. They carried it with them wherever they went, dragging it around and leaking onto everybot else but Makeshift was not angry like this in the past, at least not in public. There had been many interactions between them, and Knockout had never felt this emotion from him before.

An EM field was not like a face or body or voice to be schooled how you pleased. It could be drawn inward, suppressed even but never faked. Emotions felt in the field were true to a bot's very core and Knockout had felt happiness among other positive emotions from Makeshift. So the question now was: Is Makeshift really different? Is he capable of rapid, extreme emotional shifts to such an extent that are actually his way of coping or is he a mech that has crossed a threshold and all that is left is a volatile explosion waiting to happen?

Knockout looked at him, really looked at him but there was no answer to be deciphered from just his outward appearance. It had been quite some time since they had started this contest of optics when finally Makeshift broke the silence, "I wish to be alone Knockout." His tone wasn't angry like Knockout had expected and neither were the small flicks of field contact that he was, hopefully unnoticeably, leaning in to get. Everything about him was empty.

Makeshift's emotions were in turmoil, shifting with processor-bending quickness and he was apparently very experienced at hiding it. Luckily the medic's own distractedness earlier had caused him to invade another's space when normally he would keep well away from a traumatized patient's EM field; too much emotional leakage and backlash. If it hadn't been for the accidental field contact, he would never have known any of this. Always before, the shifter was lackluster after an attack but he seemed to return to his normal relaxed self relatively quickly. Now the red sports car wondered just how much of it was an act. Just how damaged was this mech, really?

"Uh…sure. You have healed enough that you can shift back now. I will need to come by later and assess the full extent of your damage, if that's ok?"

"That will be fine." His gaze clearly said, 'get the frag out.' Knockout wanted to say more but this wasn't the right time. There would be a right time and it would be when he was more prepared. He needed to speak with Megatron and find out just what in the pit was going on; why their lord was allowing this physical abuse and who knew what else to happen to one of his officers.

Gathering some of his lighter equipment, he moved toward the door when a small sigh brought his attention back to the other. He was staring off into the distance with a forlorn expression, only his profile visible to the sports car. "Knockout…" and the tone was now sad.

"Yes?"

"Thank you," and the gratitude felt just as genuine as every other emotion he had displayed.

"You're welcome but I am the medic. It's my job." At that, Makeshift gave him a small smile, a little closer to his seemingly normal self. Knockout was once again surprised at the emotional shift and howresilient this mech seemed to be despite the obvious long-term abuse_. _Maybe it wasn't an act, maybe it had been going on so long he had compartmentalized his life. These events happened, he dealt with it, and then it was forgotten.

He couldn't solve this equation because he didn't have all the variables. Whether Megatron liked it or not, Knockout had every intention of getting to the bottom of this mess. After all, Makeshift could snap at any moment and he would be a mighty convenient target, standing so close."I appreciate your care as well but I meant…thank you for not being one of them," his voice trailed off at the end.

_One of them? _"I don't understand."

"I know." He fell silent once again and the dismissal, although much lighter than the previous one, was still evident. Knockout left the room confused by his comment but too tired to think about it at the moment. He had already done way too much thinking on top of a very long night and his processor needed some rest. _Later. Later I will figure this out._

Practically dragging his pedes the whole way, he finally made it to the quarters he shared with Breakdown. Inside, he went straight for the berthroom and collapsed onto the berth beside his still recharging partner. The movement was enough to engage Breakdown's startup protocols and he began to stir. "Morning," he said when his vocalizer booted up.

"I'm sorry I woke you," Knockout mumbled groggily, quickly going through the minimum diagnostics necessary before he could power down.

"What?"

"I'm sorry I woke you," he said with a little more force.

"That's ok. I enjoy your wakeup calls," his lover replied mischievously. Knockout felt the berth shift and then large, warm servos ghosting up his backplates. The touch left a tingling trail of alight sensors that felt great but wasn't enough to arouse him given his current state. Before Breakdown could reach his tires and really get him going, he turned to stare at his lover. Breakdown's field was heavy with arousal already but he felt the stutter of confusion that came with his slight rebuke.

"Breakdown, as much as I love it when you pound me into the berth, I'm too tired right now. I just got back and am seriously in need of a good defrag."

Breakdown sighed heavily. "Were you with him all night?"

"No. Megatron called me in to repair some drones again last night. I was only with him for a couple megacycles this morning."

"You work yourself too hard."

"I work myself as hard as Megatron dictates."

"He did not order you to take care of Makeshift."

Knockout was surprised and a little put off by Breakdown's lack of sympathy. "Well I'm sorry if I can't just leave him alone when he's in such a pitiful state," and his words had a bite to them.

Breakdown looked ashamed at his own words. "Knockout I'm sorry, don't be mad. It's just that Megatron has been running you ragged lately with all the repairs and now you are spending a lot of time with Makeshift. I've…I've missed you," he finished quietly.

"Oh Breakdown, it's only been what, five solarcycles I've been tending to Makeshift?"

"Yes…but still." He looked so sad that Knockout couldn't stay mad at him. He was such a huge, strong mech on the outside that most didn't know how easily hurt he could be on the inside. And the hurt was twice as bad when it was the cherry red sports car that caused it.

Breakdown had long ago made his intentions known towards the medic and he was so earnest to please him that Knockout had felt something in his spark. Neither of them had ever looked back.

"Oh come here you big oaf." Breakdown moved closer and Knockout slipped a servo behind his helm, pulling him in. "I've taken the solarcycle off so let me recharge and I'll see you when you get back from your shift."

"What about the med bay?"

"You'll be there and if there's an emergency, just tell Megatron to go fra…" and Breakdown's lip plates swallowed the rest of his words. The kiss was a gentle dance of lips, full of passion and intimacy that was beyond what simple interfacing partners felt for each other.

Breakdown pulled back for a nanoklick, "It turns me on when you talk like that," and then his mouth was covering his lover's again. This time, he slipped his glossa into Knockout's mouth, massaging the slick counterpart he found there until it pushed back against his. He pulled his glossa back, teasing Knockout with his just out of reach appendage. He slowly shifted his frame backwards at the same time coaxing Knockout to him until the sports car made an exasperated noise and shoved his own glossa into Breakdown's mouth.

The larger mech smiled at his partner's enthusiasm and his minor victory. He sucked Knockout's glossa thoroughly, enjoying the taste of his sweet oral fluid, and then yanked the smaller mech on top of himself. "Breakdown…" Knockout started to protest but he was cut off by another forceful kiss. Knockout was helpless against those perfect kisses, the big mech was always pushing for more but pulling back just enough that it didn't escalate.

Breakdown was a very giving lover. He was gentle when Knockout needed it and rough when he wanted it. They were matched up pretty well, not to mention Breakdown was so attentive to him even when they were not interfacing. He was always trying to please him, always trying to take on as much of Knockout's workload as he could to give the Aston Martin a break. Besides, where else in this universe was he going to find another mech who would buff out all the scratches in his plating they had just created together? Nowhere, that was the answer.

Breakdown's servos were running leisurely up and down his backplates, their mouths still locked together. He let his body rest on top of his blue mech, their chestplates rubbing together languidly. Knockout could feel his spark throwing out tendrils in an effort to reach the other that it knew so well. Their fields, which had moments before been sliding across one another, now pulsed as one. It surrounded them as a hot aura that felt like their own protective shield, born of devotion and something that seemed closer and closer to love with each passing solarcycle.

When they were together the universe melted away into nothingness and all that was left was the feel of their sparks beating as one; their hot bodies moving together and the everlasting desire to be with the other for all eternity. Their lives were filled with this war and spark-wrenching loss but since they had come together, every moment spent in each others' arms was true perfection.

It wasn't long before Knockout's plating was on fire, his interface protocols apparently coming online and an audible gasp escaped him as their lips parted. Feeling the temperature change and accompanying field distortion that took it out of sync with his own, Breakdown was more than ready to engage in some processor-blowing interfacing. Unfortunately he had to end this delicious little encounter now, otherwise he would be late for his shift…really late. "Mmm. Now I can leave."

Confused for a nanoklick, Knockout caught on to the game, "Oh, you're such an aft," he said sliding off the larger mech.

"I have no idea what you're talking about. You kept telling me how you needed to recharge remember?" he replied with a smirk.

Momentarily his exhaustion had been put at bay by his arousal but it was creeping back. "Yes, yes."

Breakdown kissed him one more time and then slid off the berth. "Yes, you would leave me in need all solarcycle while you recharge and I'm the aft."

"You know that that isn't…"

"But those same luscious lips you use to call me an aft now, you can use later to make it up to me…when you are fully rested of course," he dropped that hint and then he was out the door. Knockout couldn't help but smile all the way into a peaceful recharge.

* * *

As soon as the medic left, Makeshift reverted back to his normal self. He couldn't stand being in Tailgate's form any longer even if he knew shifting was going to hurt like the pit. Anytime he sustained damage to his frame, shifting was painful as his CPU was trying to make parts that were missing take up positions already occupied by parts that weren't supposed to be there. Absurdity was probably the best word to describe the phenomenon. The level of pain was directly correlated with just how messed up his frame was and this time…he was scrapped.

He had never taken as much punishment as that night and for once he had been frightened that she might truly offline him. Makeshift had learned quickly that entertaining Airachnid was entirely about pain. She never interfaced with him nor had she expressed any interest in doing so. Whenever she was scheduled to come by, which thankfully wasn't as often as other bots, he would take a mild sedative and pain reliever unbeknownst to her. The femme still hurt him and he still inevitably reached that point of complete numbness but it wasn't as bad as the few times in the beginning without the chemical cocktail.

This time had been different. He had been in recharge after his time with Steve when suddenly his door started pinging. He was completely at a loss as to who it could be since no bot visited him besides his consorts. To his surprise, Soundwave had been standing outside his door looking as calm and silent as ever. He showed a life signal aboard the Nemesis 6 decks below and heading toward the lift. With the tracking information he played a clip of Airachnid speaking to him. "You tell him I will be there in five cycles and he better be ready." The tone had clearly said she was not happy but why was she coming here? Makeshift wasn't supposed to have to see her for another Earth week.

Having relayed the message Soundwave had turned and walked away with nonchalant, smooth strides. Makeshift had retreated to his quarters and quickly debated what to do. He hadn't had the time to take a sedative so if he shifted and admitted her than he would be without the pain reliever. If he had told her to go away, she would have made him regret it, maybe even in some way worse than normal. His choices were not good either way and he wasn't sure if his refusal would find its way to Megatron.

She had shown up exactly five cycles later in a rage and he had been waiting for her in Tailgate's form.

And oh how wrong a choice he had made.

Something had happened to infuriate the femme and she had taken it out on him, so much worse than she ever had before. The attack had been brutal and much more creative than her usual methods. It was also the first time she had ever revealed, let alone damaged his interface equipment. Maybe if he had held her off for a couple solarcycles her anger would have subsided before their session. Maybe he wouldn't be in such disastrous shape.

He didn't want to think about it anymore, didn't want to think about how badly he had messed up. He just wanted to recharge and ignore it for as long as possible, but Primus wouldn't even allow him that. His body was sore from the ordeal, newly pained from his shifting, and the water was so damn hot. He couldn't get comfortable and fidgeted which only caused shooting pain as his frame rubbed against the tub. He wanted to cool down but he didn't know if that would disrupt the nanites' progress.

This too was his fault as he had never expressed his discomfort to Knockout. The medic had only been on board for a few decacycles and he wasn't sure how much he actually knew about a shifter's frame type. Medics were generally trained to work on most Cybertronians but shifters had kept to themselves so much so that they had had their own medics. It meant that their frame designs and…quirks were largely unknown by outsiders.

Knockout had expressed an interest in studying him and his frame, especially as it was shifting, when they had first met. He hadn't been thrilled with the idea. The medic had said it wouldn't be invasive, mostly just scans but Makeshift didn't believe him. He was conditioned to mistrust everybot especially those he had never met before. Plus, he already felt disconcerted enough about his frame that he didn't want someone poking and prodding him while making comments about how different he was.

Besides, he tried to stay away from others as much as possible since in the past it usually led to more inquiries. Out of sight, out of processor or whatever the humans liked to say.

That had in fact been his biggest worry when Breakdown and Knockout had arrived. Two more mechs that could potentially want to become his…clients but soon after boarding he realized that that was unlikely. Knockout and Breakdown were together and they were exclusive. Some rumors had been spread that they were bonded but no bot was for certain. The two didn't flaunt their relationship but they didn't hide it either. Needless to say, Megatron was not happy when he had found out but hadn't done anything about it since they were together prior to boarding the Nemesis.

This had been a welcome relief to Makeshift as he slowly began to worry less and less about their intentions. He had even begun to seek out their company in the rec. room on occasion when previously he had socialized infrequently and mostly only with Starscream. It was difficult for him to be out in the open, in the light and the heat, where everybot could look at him. He didn't like it, it made him uneasy but he desperately needed it.

Shifters were thought of as loners because they didn't often indulge in the company of other Cybertronians but they were in fact highly social amongst themselves. This had compounded his problems aboard the Nemesis because he so wanted to be out but he didn't want others to get ideas about using him. Right now he was only entertaining three bots, which was his least amount ever, but Airachnid was also his worst ever. He had never felt so shamefully used since onlining; even the rape hadn't made him feel so awful.

And that thought stirred those weird and very un-Decepticon-like feelings again. He suspected that the emotional trauma he accumulated from Airachnid's attentions was also playing with his processor but he couldn't help it. Whenever he spent a night with her, his emotions were all fragged up for solarcycles afterward. This time was no different. All of the sadness he had just staved off welled up inside him and threatened to undo him.

This was his fate, to be used like scrap metal for others' benefit and to wallow in his misery until he offlined. He couldn't say no to anybot, couldn't escape what they did to him or when they did it. He had lost control of his own life. _This is my fault. _

None of it mattered anyways because there was nothing out there for him besides this. He resigned himself to taking the abuse; he would play these games because he had no reason not to. _That's not true, that's not why you don't fight back._

In the beginning he might have done this for the cause, maybe because it was exciting or because he got so much pleasure out of it. He continued doing it because it made his lord happy, his fellow Decepticons happy, because sometimes he could still find enjoyment in it. Now enjoyment was few and far between and Megatron hadn't addressed him in so long he didn't know what the warlord thought.

_Tell the truth. _Some part of him still felt pressured to do this and he had been doing it for so long he was habituated to it but there was one main reason he did this.

A reason…

He couldn't deny any longer, couldn't lie about to himself anymore. He needed the release that was admitting the truth.

He did all of this… because it was the only way he felt wanted.

His reasons had changed because his emotions regarding these meetings and himself had changed. Enjoyment had turned to acquiescence which had turned to sadness which lead to anger and then back to sadness. He was a whirlwind of emotions and somewhere along the way he had become a mech who wanted companionship, a Decepticon who craved the company of another.

He couldn't give his meetings up because he couldn't lose the only thing that made him feel needed. Even if they didn't want him for him he could still pretend just as much as his lovers did. His partners had become what fueled his loneliness and lack of identity and at the same time they were the only thing keeping him going. Even in some sick, twisted way, Airachnid made him feel wanted and that was the unbearable truth.

A truth that finally allowed him to slip into recharge.

* * *

Thinking, planning, calculating, and then rethinking, re-planning, and recalculating had been his course for the last megacycle. It was all useless because no amount of planning would really change what he was about to do. He was going to call out Megatron on these vile acts and hopefully the warlord wouldn't offline him.

_I'm going to die. _

The thought percolated the entire walk to the bridge.

He had debated for a long time whether or not to go through with this. On the one servo, he needed answers, on the other it wasn't his place in some ways. Makeshift really should have defended himself and the question was: why didn't he?

The first time Knockout had gone to fix him, he thought it had been interfacing gone wrong. He dealt with it with the utmost prudence and went about as though it had never happened. When he was told about the nanite serum and then realized the attacks were recurring, he was confused about Makeshift's behavior so he put off going to Megatron. Did he like it? Was that why he allowed it? But clearly, he did not.

Knockout couldn't help but keep thinking that somehow Megatron had ordered this but he couldn't understand why the warlord would do that. It was the only explanation for Makeshift's submission but it didn't explain anything.

Makeshift's words came back to him over and over, "Megatron knows." It was like a slap in the faceplates and Knockout knew he must speak with his leader immediately.

He didn't know what he was hoping to accomplish with this though. If Megatron didn't want to tell him anything then he wouldn't. Knockout was really hoping that Makeshift and Breakdown were wrong, that Megatron didn't know of these attacks and that maybe, just maybe he would put an end to this. It really would be a favor to them all of if he put an end to Airachnid all together. The femme was a depraved, traitorous waste of cybertronium as far as he was concerned.

He paused outside the command deck doors trying to firm up his resolve because at the moment it was crumbling. Unexpectedly, the doors swooshed open and a drone crashed right into him hard enough that they both went sprawling to the floor. The drone scrambled away from him looking absolutely horrified at its actions. "Officer Knockout… please for…forgive me sir."

Knockout looked in the drone's direction stupidly because his processor was moving slow as he had been way too wrapped up in his previous thoughts.

His mind finally caught up and he actually saw the drone for the first time. It was so nervous it looked like it might actually vibrate right out of its own frame. It had one servo extended to help the medic up but it was shaking so severely Knockout was doubtful he could actually grab and hold onto it.

He got up off the floor without the drone's help and gave it an angry scowl. It was then that he noticed the large gouges along the drone's body that had beautiful red paint transfers around the edges. He looked down and there it was, a huge scrape of pearlescent fluorite and dark silver paint traveling from chestplate to codpiece. "Ahh! Look what you've done."

"What?! What's wrong?" it said surprised and afraid.

"My paint you fool. Look at these scratches." He groaned then. He wouldn't be able to fix this until much later. "I'm going to be walking around all solarcycle looking like I've been facing a drone." Knockout heard a sharp intake and saw that the drone looked flustered. It looked down at itself and then back at Knockout a couple of times looking more and more mortified with each passing helm flick.

"Wha…I…you…I need to go get buffed out." It turned to leave but Knockout yanked him back.

"Why do you care anyways, you drones always look fragged up." It was a rhetorical question as Knockout was contemplating his own frame but the drone started to answer anyways.

"I can't have…your paint on me…me. I'm mmm…meeting somebot…tonight." _Interesting. _Knockout's mind went on a spiral as he thought about the implications that the drone was obviously going to frag somebot tonight even with Megatron's orders still in place. _Probably another drone. I wonder if they all frag each other. Probably all the time. Do Megatron's orders extend to the drones? _He was lost in thought and had to scramble to catch the drone before it left again.

"I'm sure looking like you fragged an officer will only add to your reputation with the other drones," Knockout growled. "I will buff you out later. Don't go to the med bay."

"Why?"

"You think I want Breakdown seeing you like that and then me. Try explaining that away. Just do your duties and stay away from Breakdown. I'll explain it to him later."

"I… I'm ss…"

"Just go. Now."

"Yes, Officer Knockout." The drone scurried off and he looked down at his plating one more time in remorse. "Scrap." Well at least he wasn't nervous about speaking with Megatron anymore. "What a plus," he sighed sarcastically. With no further distractions he slipped onto the bridge.

Only one of the drones looked at him when he entered but it immediately did a double take. Its surprise was definitely communicated somehow because the drones around the room started to peer at him. They tried to do it secretly but it was so obvious. _Yes, this is perfect._

Megatron was distracted by whatever he was doing so the drones' diverted attentions escaped his notice. It did not however go unnoticed by Soundwave who had turned to see what was causing them to act differently. The spy gave no outward signs that he was fazed, he never did, but Knockout was almost positive he was being scrutinized.

_I might as well just own it because I'm never going to live this down. _Oh the look on everybots' faceplates as he strode right up to Lord Megatron's backplates and stopped just before, cocking his hip plate to the side. "My liege. I must speak with you about one of the officers. Preferably in private."

"Which officer and why?" he replied almost bored. Megatron still had his back to him and had yet to see his plating.

"Makeshift. This matter requires discretion my lord." Megatron looked at him then and his faced screwed up into a scowl.

"I know you are already taking Breakdown and apparently drones," he said gesturing at the paint transfers, "to your berth. I shall not permit you to take another, medic, so take your queries somewhere else."

"I do not know what queries you think this is regarding but I assure you I have no intentions of taking anybot to my berth besides my established partner. I must speak to you regarding Makeshift's health."

Megatron's gaze turned curious. "Go on."

"My lord, the command deck is a bit crowded at the moment."

"Out with it while I am still in the mood to humor you."

"Fine." _If he wants blunt then I'll give him blunt. _"Why are you allowing him to be tortured?" The entire deck fell silent. Even Soundwave turned away from his work on the console again, although his tentacles were still plugged in. The mech was a work freak, probably listening and doing calculations at the same time.

"I would watch your accusations mech before they lead to your deactivation. The arrangements I have with Makeshift are between us. I find it interesting that you are here. Did he ask you to come fight his battles for him? I never figured him for the cowardly type."

"He asked me nothing. I am here because he can't be here even if he wanted to. He is still recovering from Airachnid's intentions which occurred almost a human week ago." In his anger, Knockout lost all discretion but whatever, Airachnid deserved it.

"Makeshift has not brought any concerns to me…" he began but Knockout cut him off.

"Because he probably doesn't wish to defy you my lord."

"Yes and I'm finding more and more that some bots around here have forgotten what happens to those who defy me. A demonstration might be in order." The threat was evident and Knockout made sure not to interrupt again. "As I was saying, he hasn't come to me with any issues and until such time that he does, you will leave this alone."

"My lord I cannot. I have been a medic for a long time and seen mechs pushed to the edge. Makeshift is very close and maybe even there. I do not wish to be in the line of fire when he finally goes off the deep end."

"Ah so you are concerned for yourself, that seems more like you. If Makeshift cannot handle a little pain with his interfacing then he needs to mech up. We are Decepticons after all."

"Interfacing? She does not interface with him." Could Megatron truly be in the dark? _Time to find out_. "We are all well aware of Soundwave's skills at surveillance my liege. You have surely seen the torture for yourself and know that it is no 'little pain.'"

"Makeshift's rooms are without cameras. I have no need to watch such mindless pleasures being performed."

So many things weren't adding up. First, every room had cameras, no exceptions. Second, why did Megatron insist that these affairs were of a more sexual nature than the outright torture that it was? "My lord, you cannot tell me you allow him to use rooms with no cameras. You must be monitoring him somehow?"

"I have not found the need. Makeshift is a loyal soldier and knows how to follow orders." That alone was enough to tell him that whatever was happening to Makeshift had started off as orders. Perhaps in turning a blind optic to what was actually happening in the rooms, things had gotten out of servo and Megatron was none the wiser.

"If you could see it, I'm sure you would find this to be of greater concern."

"That, I highly doubt." Megatron turned his helm toward his communications officer. Soundwave was obviously speaking with him somehow and then Megatron huffed. "Oh all right. I do not have cameras in the room but there is one in the hallway between his quarters and wash racks. It is set to record everything although Soundwave does not actively monitor it. Soundwave, bring up the feed from Airachnid's last visit."

_Why would Soundwave know when she had visited him?_

Whatever, he focused on the here and now because he was getting what he needed to sway Megatron. Knockout was almost certain the warlord would change his tune once he saw the true extent of Makeshift's damages.

The large monitor above the console flickered to life and showed Breakdown hurrying toward the wash racks. Two nanoklicks later he returned to the main room and the door shut behind him. When the door opened again, Breakdown stepped out carrying the lifeless, broken frame of Tailgate, and everything on the bridge stopped.

XXXXXXXXXXXXXXXXXXXXXXX

Soundwave didn't care what other bots said about him. He didn't care about the rumors they spread or the reputation that had grown around him. None of it mattered because those who spoke were inferior to him and hence insignificant. The only ones who mattered and knew the real Soundwave were Megatron and his symbiont. He preferred to keep it that way but staring at the monitor, damn it was hard.

One of the most well spread rumors was that he was a cold, spying machine that was no more sentient than the drones. He was a calculating robot that was unfeeling and just as unexpressive as the sparkless Earth technologies were. It wasn't far off in some regards; he wasn't an emotional bot. He felt things obviously but emotions were so unnecessary that he mostly ignored them. That had been the case up until the recording started to play. He watched Breakdown move into view and down the hall carrying Makeshift's shifted body and he felt…bad.

The body was ruined and that was the only way to describe it. Only the most vital areas were left untouched while all others were marred with energon and gashes. It was truly the most damage he had ever seen a bot take and the fact that Makeshift was still alive was inconceivable. Soundwave immediately wondered how long this had been going on and started searching the logged recordings for more evidence.

"Don't be fooled, I had already started my repairs by the time he was moved. It was worse," came Knockout's voice distantly as he cataloged.

"You say this is not the first time she has done this?"

"No my lord. I will admit this was the worst but I am called in to heal him about once every decacycle or so." Soundwave didn't know what possessed him but he felt the need to emphasize Knockout's words by displaying previous recordings. There were quite a few of them; it was almost the same every time. Knockout or Breakdown would carry or support him as he limped toward the bathing room. Each video showed him in a one of three states; his own frame, Cliffjumper's, or Tailgate's.

Soundwave was hesitant to admit, even to himself, that he was feeling… something and quite strongly. He wasn't sure what it was but there might have been some anger in there. He was actually astonished that the shifter had let this happen to himself over and over. It was stupid, the sign of a weak mech, letting oneself become a toy for others, and yet Megatron had ordered it, had he not?

The spy was privy to all the information concerning Makeshift's arrangements with Megatron but had never seen the effects personally. The mech was taking a lot of physical abuse and probably some mental and hadn't said a word. He had gone on allowing this because it was his duty? Soundwave wasn't sure he would have allowed this even if Megatron had ordered him to and that made him think highly of Makeshift.

The screen went blank as the last video cut off and Soundwave turned toward his lord waiting for the reaction. His face gave away nothing of his own feelings but he hoped Megatron would do something about this. Soundwave cared for no mechs but he did respect his fellow Decepticons when credit was due. What was most important to him was loyalty and Makeshift had gone much farther than most bots would to prove his allegiance.

"I will speak with Airachnid about this. I will not have her damaging him permanently."

"Surely you will not allow this to cont…"

"Silence! You have been insolent enough for one solarcycle. I will do with my soldiers as I please now go tend to your patient and I expect a full report on the procedures when I am through here. Dismissed."

"Yes lord Megatron," and the medic left without another word. To stand up to Megatron on behalf of another was uncharacteristic of the vain sports car. Either he really was worried about his own plating or Makeshift's, apparently repetitive condition, was starting to affect him.

"Soundwave. Summon Airachnid." He immediately sent Megatron's summons along the bandwidth and felt an angry acknowledgment. A cheeky reply came back informing him of her ascent from the lower decks.

He sent a data package to his lord with her arrival time and then a request to survey the current situation for himself. He didn't speak often even with Lord Megatron. Contrary to popular belief he did indeed have a functioning vocalizer but found that data was a much more efficient form of communication. It was factual, efficient, and didn't have the ability to be ambiguous.

Megatron watched him curiously probably wondering the reasoning behind him inquiring about Makeshift's condition. He said nothing because he wasn't quite sure himself. The warlord nodded once in acknowledgement and he left the command deck.

* * *

Steve stood in the lift and descended the three decks so he could arrive on the appropriate floor. He was in front of the only officer's quarters located on this deck before he knew it and surprisingly, his nervousness was almost nonexistent. He had grown accustomed to these engagements and was starting to feel true acceptance from the other. That was until he remembered what he looked like on this occasion.

His run in with Knockout earlier was unfortunate because now his plating did indeed look like he had been interfacing with the other mech. He vaguely wondered how the seeker was going to take it and what if any would be the repercussions. _Maybe he'll just ignore it._ No, most likely he would accuse Steve of being unfaithful. He would have to explain himself quickly or this could turn ugly fast.

He was thinking about all the bad ways this could turn out and yet already typing in the code to the ominous door he had come to look forward to seeing so much these past few decacycles.

As soon as the door slid open his optics were greeted with the sight of dried carnage. Energon covered the floor a few meters in front of him and was splattered along the walls, sofa, and even the ceiling. It was long spilt, probably three solarcycles or more and the smell had dissipated but for a faint bitter aroma that wafted about.

Steve forgot everything he came here for in that moment, battle protocols coming online by instinct alone. Only one coherent thought roamed his processor, Makeshift was hurt, badly. Worse yet it seemed no one knew, why else would the room still be covered in dried energon? He moved to the berth room trying to control his panic but it surged when he found it empty. How could someone have gotten on board and done this without anyone knowing? Steve tried to rationalize this situation to calm his rising dread.

It wasn't helping but his combat instincts made him survey the situation instead of blindly rushing through the rooms. A little calmer than before he moved toward the door that should lead to the wash racks. Surprisingly, there was a long hallway in the place of where the bathing room should have been. The hallway made him uncomfortable for some reason but he continued on his way, blaster out and creeping along the walls, until he was at the next door. _Please let him be in here and be ok._

He opened the door and did indeed find himself in the company of Makeshift in the other's wash racks. He was sitting in his tub with some obviously healing wounds but he looked to be in ok condition.

Steve suddenly felt very stupid. He had barged into an officer's quarters, into his private wash racks and hadn't announced himself at all. "What are you doing in here?" Makeshift said with a hint of surprise but no malice.

"Uh… It's…it's Friday. You said…you said to come by Friday. I came in and I saw…I saw the energon and…I was worried about you. I'm sorry… I shouldn't have entered… your wash racks without…" Steve was babbling and finally just shut up. He looked at his blaster and jumped, transforming it away only nanoklicks later.

Makeshift was just staring at him and Steve started to fidget under that steely gaze, white optics much more disconcerting than he had expected. He was seriously about to run out of the room when the shifter spoke up, "Worried?"

"Uh yeah. The main room is covered in…in energon. I thought you might be hurt. Are you hurt?"

It seemed like Makeshift was having trouble understanding him because his face looked so confused. "I'm fine."

"What happened?"

"Nothing. Look VH-ST3V3, obviously today isn't…going to happen. I'll contact you some other time."

That wasn't the reaction he was expecting. "Oh…right…ok. I'll just go." He stood there for a moment not actually sure if he should leave. For some reason he didn't really want to. "Makeshift?" The shifter's helm snapped back to look at him as if he was surprised Steve had addressed him by name. "I'm sorry about whatever happened but…I'm glad you're ok."

XXXXXXXXXXXXXXXXXXXXXXX

Makeshift faintly recognized the fact that he looked like an idiot just staring at Steve but he had just come out of recharge, his processor was still booting up. When the other broke optic contact he physically shook himself to break the trance. He must have made some kind of noise because Steve looked back at him while still walking forward. At that exact moment a scratched and ruffled Knockout walked in and they crashed into each other, crumbling to the floor in a tangled heap.

He heard a muffled moan from Knockout, "Not again." There was a lot of pushing and shoving until they finally removed themselves from each other and sat upon the floor with their knees bent and arms splayed out behind them. Their fronts were covered in each other's paint, their body positions were exact mirrors of each other, and Knockout's face was angry while Steve's was beyond horrified. Knockout kept looking at himself in shock and then finally up at Steve. His face changed as if he recognized Steve and then he pointed at the drone with a dramatic flair, "YOU!" he shouted.

Makeshift realized now that Steve was covered in Knockout's paint when he first came into the room. Knockout's words came back to him, 'not again.' This had happened before and most likely earlier today. Makeshift couldn't help it, he started to laugh. "What are you doing in here?!" Knockout exclaimed. The shifter just kept laughing, laughing so hard his intakes were starting to struggle in their efforts.

"I…I… I came…" Steve couldn't even get anything out.

"I called for a drone to clean the energon in the other room. Not to barge into an officer's wash racks and stare at him like an idiot. Or to hinder the medic trying to heal said officer. Or to RUIN. MY. PAINT! What are you laughing at?!" Knockout snapped at him. He stopped then and just stared at Makeshift.

"I...I…dnnnn… don't…knnn," he tried to get out through the laughter. Really it wasn't that funny, was it?

"Great. He has finally gone insane, I'm now facing a drone as far as everyone is concerned, and Megatron is still a total aft." Knockout shook his helm. He looked back at Steve and just said in an annoyed, tired voice, "Get out of here and go do your job."

"I…It's not..."

"NOW!" shouted Knockout, anger resurfacing at the drone's excuses.

"Knock…Knockout it is ok. Steve… can stay."

Probably still confused by his laughing, Knockout was a little slow on the uptake, "Who is Steve?" He looked so righteous about his paint and angry about not being able to follow the conversation Makeshift couldn't help but spurt again.

He gestured at Steve, "He is."

Knockout followed the motion, "Drones don't have designations. They are issued numeric codes."

Steve piped up, "Yeah but it's easier. My code is VH-ST3V3 so…Steve. Get it because the threes are like…"

"I get it. Thanks." Knockout didn't seem to know what he should think of the whole situation. "He…Ok so you are a mech?"

"Of course I'm a mech. What else would I be?"

"I dunno, a drone maybe? Who knew you guys had genders? Although you did say you were going to meet… somebot later. So you two are… friends I guess?" and the implication was not lost on Makeshift.

_How to explain this. _"No, not really. Steve…visits me sometimes." Knockout took that in and then his face made a giant leap of understanding that Makeshift wasn't entirely happy about.

"So Steve knows more about what is going on than I do? You know as the medic I'm probably the one bot who shouldn't be kept in the dark," Knockout was angry, angry at him and Makeshift realized he probably should have informed the medic of the situation. He was being generous in caring for him so thoroughly and the shifter hadn't bothered to even tell him what was going on. The worst of it was that Knockout was one of the bots who were kind of his friends. "I spoke with Lord Megatron about your condition."

"What?! Why would you do that?"

"Because this is affecting me just as much as it is you."

"So you just made Megatron think I'm in disagreement with his orders because you don't want to do 'your job' as you put it?"

"No, I don't want to see my fellow Decepticon in such a state. I don't want to spend all of my free time caring for you when I want to be recharging with my partner. I don't want to keep wasting tons and tons of medical supplies on fixing you." Knockout was fuming. "What? You like being like this?"

"No but I do not want Megatron thinking I am unhappy with my lot in life. This is what I contribute to the cause because there is nothing else for me to do."

"Look, I think I would consider you a friend if I had to classify you as anything to me Makeshift and I don't want to see you hurt like this anymore. Now, you are going to tell me exactly what's going on while I fix you." His tone held a firm edge of finality, which was very unlike the sports car.

Makeshift thought about it, really thought about it. "Fine." He actually felt good saying that, maybe getting this burden off his chestplate would help somehow.

"Good. Maybe with some more knowledge on my part, we can help persuade Megatron to change his mind about your orders. I'm sure there is something more useful you can be doing."

Makeshift didn't know where to begin but it was all put on hold anyways because he had another visitor.

Soundwave stepped into the room almost as if appearing by magic, only the whoosh of the door gave him away. Makeshift instantly closed in upon himself, pulling his already tightly wound field in even tighter. His faceplates lost their expression and his optics dimmed a little. His reaction did not go unnoticed by any of his visitors and Knockout watched both him and Soundwave cautiously. The spy just took in Steve and Knockout, the rest of the wash racks, and then finally Makeshift himself. He stared for an eternity, no outward movements visible, and then abruptly turned and left.

Everybot was quiet for a moment and then Knockout spoke, "It seems change is already apede."

* * *

**Next chapter we get the full explanation(including how Steve got his own fun times) and Makeshift gets some of his feelings off his chestplate.**


	4. A Question of Rank

**Thank you, Thank you, Thank you for all the reviews, follows, and favs. You guys are excellent motivators.**

**This will ultimately be a Makeshift love story and while I believe in happy endings, that doesn't mean the way there isn't agonizing or that every character in the story gets one. Just throwing that out there.**

**Chapter Warning-**Sticky, Sticky, Sticky :P Consensual b/w two mechs

* * *

**Chapter 4-A Question of Rank**

* * *

Megatron was a hard mech through and through. Nothing fazed him because he had seen it all, done it all. No bot fought their way through the pits of Kaon, became the leader of a revolution, and waged war for eons by being sentimental and soft. Seeing Makeshift in such a tortured condition on that recording had not fazed him but he did sympathize with the mech.

Megatron was the first to let any of his underlings rust if they proved themselves weak; they got themselves into such situations they could get themselves out as had been the case with Breakdown. Makeshift however, had never been weak. On the contrary, Megatron had just found out how strong the mech truly was for to withstand such recurring tortures was a generous demonstration of his fortitude. Not only that, but that he did it solely because his lord had ordered it without personal gain to himself and he had never, not once complained. That was impressive and Megatron gave credit where credit was due.

He demanded loyalty and he demanded performance for to be a Decepticon meant being efficient, ruthless, and dominating. That was how he had bred his army and that was his expectation from each and every Decepticon. Makeshift had all those qualities while still being likeable on a social level, which was rare. Most Decepticons were much too into themselves and their arrogance made it almost intolerable to be in their company for long, but not Makeshift. He was an exceptional Decepticon and Megatron had recognized that fact long ago but even more so just now.

He had performed his duty for ages with full compliance and he had done a damn good job. Treachery after all was a true Decepticon's nature which meant their leader came to be with a certain understanding of their follower's eventual desires to supplant them. Makeshift had kept the masses satisfied and focused on other things so well that only a few of the officers had ever showed any interest in furthering their own ambitions. That was why, although he felt pity for the shifter, he needed him to keep performing until they destroyed the Autobots and ended this accursed war.

However merciless and cold, Megatron was also a charismatic and calculating leader. Whether you cared or not, a good leader knew they must protect their followers when appropriate. Knowing when to show leniency and empathy was just as important as knowing when punishment and brutality was in order. A balancing act was required and if played correctly, a leader would bolster respect and unity while furthering their authority and dominance.

So being the good leader that he was, Megatron knew he must do something about this Airachnid situation. He needed Airachnid to be under some semblance of control while here so sending her to Makeshift had its perks. But he also needed his soldiers to be fit for duty, unified, and most importantly, to maintain confidence in him as a leader because everything ran more smoothly when no bot was trying to kill him. He couldn't very well destroy every bot that was insolent because eventually he would run out of followers. He needed to quell their treacherous nature and amalgamate their efforts by pointing them in a single direction.

As of right now, Knockout and most likely by extension Breakdown, were not happy with the Makeshift situation. Soundwave had also seemed rather affected by it and he was certain however loyal Makeshift was, he probably had some misgivings. All of this knowledge had brought him to this moment, standing on the bridge waiting for Airachnid to arrive. He had decided a brief conversation laced with threats was in order and a demonstration if necessary.

He heard the tell-tale sign of the bridge doors opening that signaled the femme's arrival. When she was only a few meters away he heard, "Lord Megatron," in that tone, that no matter how sweet the words, always sounded like, 'Fuck you,' to borrow a human phrasing that seemed apt at the moment.

Airachnid always spoke in an intelligent, aristocratic manner that hinted at the sharp mind lurking inside that deadly frame. She also had a beautiful voice that helped to enhance her speech patterns, sultry and melodic; it was the only thing he had ever found that he liked about her despite the feeling he got behind those words. Megatron didn't play favorites, officers won his respect and favor by their performance and usefulness, but no matter what Airachnid did, he would never like her. There was just something…distasteful about her.

"I had an interesting encounter only cycles ago with my CMO. He informs me that Makeshift's health has taken a sharp decline as of late."

"Really? I hadn't noticed."

"Don't play coy with me femme."

"As you wish, my lord. Makeshift entertained me some solarcycles ago but I can assure you that I left him online as per your orders when you offered him up to me." The femme was no amateur at these words games and she could maneuver with the best of them. She had simultaneously reminded him, although he did not need it, that she had followed his rules and that he himself had been the one to put Makeshift in such a situation.

"Yes, but there are rules in place that you have violated, the first being of sticking to the schedule that Makeshift has designed. It is in place for a reason as you are not the only one who uses his services." It was true and yet not at the same time. Only Soundwave and Makeshift knew his exact schedule, but circumstances were such that Megatron was sure he was only entertaining her at the moment.

"Forgive me my lord. I must admit I was in quite the mood that solarcycle and did not think of the consequences. Starscream's treachery was a tragedy after all and I felt the blow myself as I was the one to let him get away." If she was going to make any mistake in this conversation, she had picked the worst one. Megatron's anger at the mention of his wayward SIC nearly blinded him and brought the other's defection and sequential neutrality to the forefront of his mind.

"I have deemed it fitting for my officers to have adequate release but maybe I should have been clearer on the type of release intended. I shall make it perfectly lucid now, interfacing is permitted. Whatever you like in that realm of play is your business but I do not condone torture…"

She interrupted him, "I must ask my lord why you care…" to which he promptly back-servoed her across the faceplates hard enough for sparks to fly. She flew into the nearest wall with a loud clank and slid to the floor where she slumped for only a nanoklick. She rose again quickly, one of her thin legs bent at an unnatural angle, and Megatron could see just how angry she really was. For a brief moment it had shone through as bright as this planet's sun, pure hatred, before her faceplates smoothed out and a small amount of bright, blue energon leaked from the corner of her mouth. He had always known that her ambitions were rampant but it was clear in that one expression that she wished him dead.

_I will have to watch this one more closely. _He stood nonchalantly as if the whole situation was boring but he was at the ready, frame vibrating with energy and EM field pulled close to suppress emotional transfer. He realized that he was rearing for a fight and disappointed when she did nothing but stand there and stare at him. "You may speak when I allow it. Until then keep your mouth closed or I will do more than knock you into a wall," he growled.

"Yes my lord," and even speaking now was an act of defiance and they both knew it. This only succeeded in angering him further but he did not lash out again. Yet.

"He is my officer and I will not have one officer openly torturing another. We must present a unified front in this war and you have divided the ranks with your open flaunting of these actions."

"I outrank him, do I not? I was under the impression that I may use lower-ranking officers at my discretion." Airachnid stayed well out of his reach and he was only barely containing his urge to strike her again.

"For furthering the Decepticon cause you may direct them as needed. Otherwise, he is my shifter and I will not have you ruining him so he cannot perform his duties," he was almost shouting. He felt more riled up than usual and fleetingly wondered why he was so ready to beat the scrap out of the femme. "Find another way to entertain yourself with Makeshift that is less damaging and follow the rules or next time our conversation will not be so pleasant. I will never again here of him being in such a condition. Dismissed." He turned his back on her and that was the end of this engagement.

* * *

He shifted in discomfort. "Knockout?" Despite the brief moment with Soundwave, Makeshift felt more himself than he had in solarcycles. Slowly like it always had before, his personality was returning as he put the event behind him.

"Hmm?" the medic answered as he continued to rewire one of Makeshift's shoulder joints. He was slowly cutting each damaged wire out and replacing it with a fresh piece. He sealed it with a liquid aluminum solution that his internal nanites would eventually convert into cybertronium. When it was all done it would be like the damage had never existed, at least for his frame.

"Do the nanites only work at such high temperatures?" He shifted again trying to convey his discomfort from the heat.

Knockout pulled out his tablet scanner and ran it over Makeshift's frame. "The nanites generate a lot of heat as they produce cybertronium and conform themselves to your frame. Excessive heat will slow their progress as well as your own natural nanites so the water is used for regulation. It is actually 1.5 degrees lower than normal body temperature so you and the nanites will stay cooler as they work. Your temperature is within normal parameters so maybe you just feel hot from being in here for so long."

"Maybe I should have mentioned this before but my normal temperature is 133 degrees not 136. It's a shifter thing," he added sheepishly.

"'Maybe you should have mentioned this before,' of course you should have! No wonder it is taking so long for you to heal. Do you know how much time I have spent trying to up their performance through reconfiguration when the problem is that you are simply running too hot?"

"Uh…no."

"Primus, I should smack you upside the helm right now." He removed an injection gun from his subspace and placed it against Makeshift's main energon lines. "Hold still. I need a fresh CNA sample from you with your nanites in it. Shouldn't be too hard to get as they will be floating around right now since you are in the middle of extensive healing." The suction felt weird as the medic pulled some of his energon out through the tiny syringe but he didn't comment. "I will adjust them to coincide with your normal spark temperature."

"Thank you," he said not feeling as bad as he probably should about wasting Knockout's time.

"Just tell me next time something like this happens." Knockout gave him a look then, "You know this wouldn't have happened in the first place if you had let me scan you when I first arrived like I requested. I have been going about your repairs on instinct and experience alone since all of your files have been sealed in the med bay database so I cannot access them. I was highly suspicious of that but now I think I know the reason why."

Makeshift just remained contentedly silent and let the medic speak which the other was fond of doing. "I am not so subtly telling you to get your aft down to the med bay when you have fully healed so I can get full body scans and schematics."

"Sure thing, oh doctor extraordinaire," he said and gave a mock salute.

Knockout stared at him for a moment, then grinned and turned toward Steve. "Sarcasm. Whenever it resurfaces is when I know he's not in pain anymore. Then… he's just a pain in my aft. Anyways, I think it's story time," and he turned back to Makeshift with a look that said, 'spill it.'

"I guess I should just start at the beginning." Makeshift had had a little time to think about what he would tell the medic and what he would keep to himself. "I initially boarded the Nemesis when it left Cybertron but Megatron sent me away on a mission only solarcycles later. When I finally returned, the war was already on track for the period we call the holding phase. No missions, no battles, no excitement; just cruising along looking for energon deposits on other worlds."

He paused with a grimace as Knockout went back to digging around in his shoulder joint. "You are awfully rough for a medic." He felt a sharp sting as something was twisted harshly.

"Sorry. My lack of recharge seems to be affecting my patience," he said pointedly.

Makeshift caught Steve's optic. "Remind me to catch him after he's had a good frag. Always much nicer the…oww," he exclaimed as an open wire was ground into the joint's housing."

"Blah, blah. Get to the part of the story I don't know."

"About a vorn later, life aboard the Nemesis was beyond dull and tensions between the officers were running high. Megatron 'suggested' that I could use my abilities to help keep everything civil, provide the officers with entertainment and release."

"Why would he need you to do that? The officers can just frag around with each other," Steve queried.

"Ah naivety. You know I figured it would be annoying but it is oddly refreshing, don't you think?" he said to Knockout.

"No."

A small chuckle escaped him before he answered Steve's question, "The officers are not permitted to interface within the ranks. Megatron insists that allowing interfacing will encourage affection. He doesn't want anyone bonding and having sparklings in the middle of the war as that would lead to a 'conflict of interest' as he puts it."

"The drones don't have any…bans on interfacing."

"That's because you're drones. He assumes interfacing between you guys is just about fragging."

"Okay so sparklings is definitely a bad idea but why would he care who you bond with?"

Knockout jumped in, "In the heat of battle, bonded partners worry about each other and could give a scrap less about the mission."

Makeshift was thinking that statement just answered the, are Knockout and Breakdown bonded, question. _Of course he is a medic. He has probably spoken with bots that have lost their mates. _"Which is where I came in. Easier for everyone to frag me and then no worries about bonding or sparklings. He never explicitly ordered me to do it but when Megatron 'implies' something…"

"Sounds about right. Would definitely explain why Megatron kept insisting that you and Airachnid were simply interfacing."

"Yes, well it started out as just interfacing but some bots desires run to a more… sadistic side. I must admit I have not spoken with Lord Megatron in a long while so it is reasonable to assume he did not know the extent of my damages. He was aware that I was being damaged though. I made it clear to him the first time it ever happened but he seemed to think that it was ok as long as it was not permanent. I acquiesced and continued my job, enduring the pain when it happened and enjoying it when it didn't. It has only been in the last ten stellarcycles that straight torture has come about."

"Why haven't you spoken to Lord Megatron recently then? Surely he does not expect you to submit to such atrocities."

"Pretty to think so but I assure you that this is not going to end. Lord Megatron uses me how he wishes and right now he maneuvers me toward bots that are most likely… to give him trouble."

"He said that he would speak with Airachnid."

"That I don't doubt but he will mostly likely just tell her to change her methods."

"You can't know that."

"No but I have been at this long enough that I can speculate." He sighed then. "I know you were trying to help but I wish you hadn't gone to Megatron about this. I fully intend to do my job and would have preferred him not knowing any of this."

"And that is what I do not understand. When it was just interfacing sure but now it is different. Obviously you don't enjoy it so why do you do it?"

The most truthful reason was the one he was not willing to tell. Knockout, having found a mate, might be the one mech who would understand but he couldn't admit his weakness, he couldn't say he needed to feel wanted. "I am a shifter, being others is what I do. Why do you think Megatron keeps me around? Illogical as it may seem, I do take much pride in my work, in being flawless in my transformations."

"Illogical indeed." Having finished with his shoulder, the medic moved to drain the water and then stopped. "I'm going to drain the water and you can get out. The nanites are pretty much done with the repairs they can perform." He kneeled next to the tub and waited. Makeshift and Steve looked at him and then each other, both wondering why he wasn't doing anything.

Knockout glanced at both of them and gave Makeshift a look that said, 'you're an idiot.' "Makeshift, your codpiece and interface panels are still missing." Steve flinched then and peered into the water like he was trying to see something. _Drones. _"I would suggest ordering your friend out for the remainder of your repairs."

"Right…Steve, get out."

He snapped to attention then, probably out of habit. "Yes, Officer Makeshift. Officer Knockout, when should I come to you for frame work?"

"What?" The medic asked and then remembered when he looked at the drone's plating. "Yes, your paint," he ground out angrily, "Tomorrow, midway through the solarcycle. Come to the med bay. I will have spoken with Breakdown by then."

"Yes, sir," and Steve was out the door.

He watched Steve leave and then gave Makeshift a sly look. "So how did you manage to start hooking up with a drone?" he asked while emptying the tub.

"Trying to get all the details so you can gossip with Breakdown?"

"Of course."

"Steve is actually the first bot I ever made the offer to, they have always come to me before. I felt…bad for him I guess. He has a thing...well an obsession really with Commander Starscream."

"Ha! Who doesn't?" Makeshift couldn't keep the disbelief off his faceplates. "Oh don't look so surprised. I'm allowed to look and Starscream is a hot mech. And don't even try to deny that. Why do you think Lord Megatron keeps him around? It's not his charming personality."

"But Lord Megatron doesn't…" and he stopped midway at the gleam in Knockout's optics.

"Lord Megatron doesn't what?"

"Nothing."

"You must know a lot of juicy details about our mechs' dirty little secrets, huh?"

"Yes but you're not getting them out of me."

"Oh, but I shall try," and he grinned devilishly.

"Speaking of the Commander, is he well because I should have seen him by now?" Not always but sometimes Starscream would come see him after one of Airachnid's attacks. He politely inquired about Makeshift's health and then went about his business. They had also had a planned session that he had missed because Airachnid had come out of schedule.

"The commander is gone. He and Airachnid went out on a mission and when she returned he was absent. She said he was captured by the Autobots but there are many rumors about. No one believes she is innocent in the matter." Makeshift grew silent at the news while Knockout activated the drain. Sensing his mood shift, Knockout backed away slightly and gave him an out to deal for at least a few cycles. "There is a drying cloth over there. I will meet you in the main room when you are done."

When the medic was gone, he removed himself from the tub and made his way over to the drying cloth that had been laid out. He focused on his internals, avoiding the tender areas, and activated the ceiling vents to get the water off his outer armor. He thought through what the medic had said. He and Starscream weren't close but they were somewhat friends, he decidedly felt…dejected about the whole situation. Hopefully, Starscream would return unharmed from the whole ordeal.

Out in the main room, Knockout waited for him beside his row of tools and handed him some medical grade energon. "When I finish the rest of the body work, your own nanites should repair everything else and the welds. Just make sure you consume twice as much energon and I've stocked you with medical grade." When no reply came, the medic turned to him only to find him staring at the energon smears all over the floor. The sight drug up memories but he pushed them back down.

"I called for a drone to clean that up and it still hasn't arrived. The things are almost useless, although meeting your friend Steve is starting to sway my opinion of their intelligence."

"It's not their fault. They are under orders to belay any orders to enter my quarters given out by anybot besides myself. I have a specific cleaning drone that was reprogrammed just for the task."

"Reprogrammed for what?"

"The drones are much smarter than any of the officers realize and they don't keep secrets from each other. I had it reprogrammed so it could not say anything about what it sees in my quarters even to other drones."

"Seems like a lot of trouble just to have your room cleaned even under the circumstances."

"Maybe but the most important part of my job is keeping everything as discrete as possible. I don't wish for everybot on the ship to know my business and drones LOVE to gossip just like a certain medic I know. He also helped me into the tub and administered the nanites during the time when the last medic departed and you arrived," he finished quietly.

They left the conversation at that and silently he opened an encrypted comm. line to his drone, VH-00P3T. The symbolism was not lost on him. The engineering bot he had had do the reprogramming had simply been told that he needed a drone that would not be able to speak about things that happened in his private quarters. Apparently the other's imagination had gotten the better of him and he chose this specific drone; he thought it was hilarious. Makeshift appreciated the dark humor but he called the vehicon Zero at its request. It wasn't very fond of its numerical code.

/ Zero. Report to my quarters in five megacycles. /

/ Yes, Sir. /

"Do you prefer to sit or lie down?"

"For what?"

"I need to check your interface array…"

"Why? My auto repair should take care of it, shouldn't it?" Makeshift did not like this at all.

"Normally I would agree but the damage was severe and your shifting complicates matters. I would hate to let it go and you lose function."

"I think I'll be fine. Anything else you need to check?" By the look on Knockout's face, he wasn't going to get out of this easily.

"Do you really want to have to go to Megatron and tell him you can't do your job because you broke your spike?" He almost laughed when he said it. Makeshift had no answer for that. "I didn't think so. So sit or lie?"

He growled, "Sit."

"Good. The couch should suffice. Knees open and pressurize your spike."

Makeshift's field flared with embarrassment as he sat down. "If you tell anybot what you see I will carve gouges into your paint so deep you'll never be able to buff them out."

Knockout only laughed again. "Chill out. I'm a professional," he remarked as he knelt in front of Makeshift with his scanner.

"My aft…ggrrr," and he let his spike out of its housing. He had to struggle to get it pressurized because even with a bot kneeling almost between his legs, he could not have been less aroused.

As it came out he could tell that Knockout was right, his auto repair wasn't going to be able to fix this. The claw marks that had been straight in his Tailgate form were now crossed about. Some of his spines were broken completely off and others were shooting electricity in little spurts that were actually quite painful.

For his part, Knockout tried his best to keep his emotions off his face. The initial shock was the only thing Makeshift saw before his face smoothed out and he raised his scanner to start his work. The shifter just shuttered his optics and endured it while Knockout took repeated scans of his spike and valve.

It seemed like forever before it was over and the medic finally spoke, "Your valve has already been almost fully repaired. Placing some nanite gel inside will have it done by tomorrow." He walked over to his supplies and pulled out a vial. "You can apply it yourself, inside the valve and through the gouges on your spike. I will have to weld the broken spines. The missing ones I will have to fabricate as well as your panels and codpiece. I will come back tomorrow with a sedative and the pieces."

"Thanks." Makeshift had been paying close attention to Knockout's speech patterns and EM field. It had been laced with fear initially almost as if he was wondering what it was like to have something like that inside him. As he worked it had slowly changed until it was buzzing with curiosity. He had been prepared for it but it still made him feel bad.

"So…how do you…" Knockout began.

"I don't. Anything else?" His voice was clipped.

"Uh…no. I'll see you tomorrow."

"Yeah."

* * *

Soundwave walked slowly back to the bridge after his surveillance. He had surveyed the situation in Makeshift's room and then moved to a console so he could download the video logs from the hallway camera. He had started at the beginning and watched recording after recording of Makeshift passing through the hall over and over. At first he had thought that many other bots were also going in and out of his wash racks but it soon became apparent that it was only Makeshift. Probably finished with his task, he dropped the façade even if he was still in a different form.

Soundwave recognized him by his facial expression; it was always the same. It was an easy-going, contented smile that spoke of a post-interfacing high. Many stellarcycles of recordings later though, that smile only showed up every so often. It had changed to a tired smile and then just plain tired. After tired came sorrow, and then anger. Within the last twenty stellarcycles came an expression of emptiness as well, only rarely did sorrow or anger resurface and not once had Soundwave witnessed that first smile again.

In the last ten stellarcycles, he limped in or was carried most of the time. These videos he had already seen but he found himself going over them again and again. Something was nagging at him about Makeshift; something was percolating in the back of his processor. He didn't know exactly what but it was bothering him, bothering him to no end. What was it? He kept watching the videos, scrutinizing every detail that lied within, performing complex scans to figure out some sort of commonality. Sometimes Makeshift was lifeless, offline from the torment, and other times he just stared straight ahead like a vacant shell.

Soundwave watched a clip of Breakdown helping him limp along. One of his knee joints was mangled with the fibular strut protruding at an awkward angle. His right arm hung limp at his side and he was missing some digits. His body seemed mostly intact although covered in scratches, dents, and energon. The worst injury was from a thick, metal rod that had been shoved through his abdominal cavity. It had been wrenched to the side so that his outer plating was bent and the rod itself was curved so it could not be removed. The injury wasn't altogether gruesome but it would definitely have been painful.

Glancing upward, Soundwave balked when he scrutinized Makeshift's faceplates. And it was then that he realized what was bothering him. He had met Makeshift so long ago; a proud, strong mech with desirable qualities for a Decepticon soldier. He was quiet yet unafraid to speak his mind. He was skilled in battle as well as espionage. He was respectful, loyal to a fault, and yet challenged his superiors when necessary. He was sarcastic and funny, he brought an air of camaraderie to the ranks that was lacking between Decepticon soldiers.

All of those things Soundwave remembered but staring at the mech before him, he was unrecognizable for an ashamed and defeated look, so opposite of his old self, marred his faceplates. And Soundwave remembered seeing that look only megacycles ago when he had stepped into Makeshift's room.

His presence had caused it.

He himself had become synonymous in Makeshift's optics with what was befalling him because Soundwave was the middleman as the humans say. He was the one that preceded Airachnid's arrival every time, the one who had probably become what Makeshift most dreaded to see.

Soundwave could be what others feared and misunderstood. He could be the silent spy who everybot considered Megatron's true right servo. The spy who saw everything, heard everything, knew everything. He could be the interrogator and the dark recluse. The telepath no bot wanted to be around. He could be a torturer himself when the situation called for it and an assassin as well. He could be all these things but what he would not, could not be was Makeshift's tormentor. He could not be the being who took the light out of proud optics and who defeated such a strong mech.

Something had to change and for that to happen, he needed to see Lord Megatron first.

His talk with Airachnid was over already and Soundwave was keen to know what had become of it. He made his way to the bridge swiftly and found his lord there, alone and lost in thought. He moved up beside him silently and waited to be addressed.

It took…awhile. It wasn't like his lord to ignore his presence but Megatron was distracted as of late. It had not escaped his notice that his leader was recharging much less than he should be. Soundwave had noticed the signs as soon as Megatron had come off of life support. The problem had escalated when he and Starscream had taken their trip to the energon mine and then again when Starscream had left.

"Ah Soundwave," he rumbled, "I want you to up your surveillance of Airachnid." He need not acknowledge the command for his lord knew it was received and would be followed. He did allow a little flicker of curiosity in his field. "Our recent encounter has led me to believe her intention is to snuff my spark if she can or desert us soon. I need to be ready for her next move before she makes it."

Soundwave sent another wave of curiosity through his field but this time added a data burst of Makeshift. "I am hoping allowing her access to him will appease her until I am in a better position to be rid of her. Our new, extensive acquisition of dark energon should have me in that position soon enough." Megatron looked at him then and he gave a curt nod, his only outward sign of recognition. His lord knew him better than any other bot and he read something from Soundwave that he did not know he was even giving off. "I did advise her to curb her appetite as Makeshift is still a valuable asset to me." Soundwave doubted that that was going to help. It would probably just make Airachnid get more creative and less openly damaging in her attentions. Not to mention getting chided by Megatron had probably fueled her anger as it had the previous time which caused her to attack Makeshift out of turn.

That also didn't solve Soundwave's association problem. Something else needed to be done but what?

Of course.

Soundwave had a much better idea.

* * *

Knockout had literally been assaulted as soon as he stepped one pede inside of his quarters. Breakdown had picked him up and practically threw him onto the berth pad. Before he could do anything, the larger mech was on top grinding his lower half into the berth and lips finding his in a wet, delicious kiss. Breakdown's mouth was practically attacking his as he shoved harder and harder against him, like he was trying climb into him through his mouth. Knockout pushed back, his glossa delving into his partner's oral cavity so that it could be sucked. He was not disappointed.

They pushed and shoved, servos grasping and clawing at each others' plating harshly. Breakdown was the first to break contact and he moved back onto his knees so he could lavish his partner's chassis with attention. That was when everything stilled. Knockout lifted himself onto his forearms and let out a frustrated groan, "Why did you stop?"

"Why are you covered in another's paint?" It didn't sound accusatory merely curious.

Knockout looked down and suddenly remembered his fragged up paint job. He fell back against the berth with a sigh, ever careful of putting too much strain on his wheel joints. "You would not believe the incompetence of this drone today. He ran into me twice, once outside the command deck and once in Makeshift's quarters. I have had to walk around like this all solarcycle."

"What was a drone doing in Makeshift's quarters?"

"A long story. Can we just forget about it and discuss this later?"

"Yeah. I actually think this is a good thing," Breakdown said with a smirk.

"What could possibly be good about my paint job getting ruined?" The medic asked like it was the most ludicrous thing he had ever heard.

Knockout felt large servos grab his hips and Breakdown ground their heated interface panels together, eliciting another groan from him but this one in pleasure. "Because now I don't have to hold back tonight worrying about your paint," he warned knowing how easily Knockout could be turned on just by suggesting things.

"Oh…yes!" Knockout exclaimed, bucking his hips still held in his partner's servos. He reached for Breakdown, trying to pull him down on top of him again but his lover evaded his grasp. "Breakdown," he whined, "I want it. Now." That only caused him to pull further away.

"Hmm, I seem to remember being called an aft earlier and somebot was going to make it up to me." Knockout's optics took on a dark glint because this was something he loved to do for his partners.

Breakdown maneuvered himself to the edge of the berth so Knockout could kneel between his thighs. The medic traced the edges of his closed panel, barely teasing the wiring in the seams and then tapped lightly in the center with one long, sharp digit. "Open up," he commanded and let his glossa flash over his lip plates. The panel retracted so quickly there was an audible swoosh of air that accompanied the expected click. Breakdown, like many other bots, was insanely aroused by visuals.

The spike pressurized before him and he took it in one servo, squeezing lightly. He loved Breakdown's spike; it was pretty but not flashy and suited him perfectly. It was long and thick but not overly large so he could take it with very little preparation and still not be in pain. It was the same silver as his panel but had two luminescent blue ridges on top and below that rubbed against his sensors perfectly no matter their chosen position.

He loved to play with the sensitive ridges and elicit all kinds of delicious noises from Breakdown. He ran that same claw up one of them from base to tip and Breakdown intook sharply. "Knockout, don't tease me tonight," he groaned. Knockout only smirked and repeated the motion again twice more until his lover was practically panting, his cooling fans whirling in delight. He wanted to play more but he was also not in the mood to wait tonight. He ran his glossa up the underside, lathering the ridge with oral fluid along the way and then slid his lips over the tip. Breakdown's hold on the berth tightened in a reflexive grab as Knockout sucked with fervor. His optics never left Breakdown's as he engulfed the spike completely and then back up he went. He moved slowly, giving his lover a show. The large blue mech was groaning with each bob of his helm and clenching the berth sporadically.

He sped up his movements and added a servo at the base so he could squeeze and pump. Breakdown's hips started to rock into his movements and he smiled to himself. His pride never allowed him to do anything halfway when it came to interfacing and he knew just the thing to rev Breakdown's engine. He activated his oral tubes so they would produce more fluid than necessary and allowed it to collect in his mouth while he bobbed, optics shuttered. When he had enough, he shoved his helm down harshly as far as possible and held himself there.

He opened his optics and rolled them up to find Breakdown staring at him intently in anticipation of what was to come. _Perfect._ Still engulfing the spike, he opened his lips and the fluid flowed out. He pulled back slowly and strings of it connected his lip plates to the spike. They stretched out until they became too heavy and then broke, dripping down to splash on silver thighs. Breakdown's optics said it all; it was the sexiest thing he had ever seen.

Knockout felt the intense growl of vocals and engine vibrate through him as his lover pulled him up and crushed their mouths together. They kissed again with just as much passion and Breakdown picked him up so that they could move into a better position. He ended up on his servos and knees on the berth with Breakdown standing behind him. Knockout shivered in anticipation, his panel clicking open, because he knew with Breakdown standing that the other mech could put so much more force into his thrusts.

A nanoklick passed and then Breakdown thrust into him with no preparation. His lubricant was flowing but he was still so tight, there was heavy resistance. He felt that delicious burn of penetration as his lover battered his way in, but there was no pain. He finally hilted himself forcefully and grasped Knockout's hips with both servos.

Breakdown gave him no time to adjust, picking up a fast rhythm immediately. Knockout entwined his servos in the berth sheets and just let himself feel the blissful sensations. The ridges were rubbing against his sensors, filling them with electricity in ways that made him cry out in ecstasy. "Harder, harder Breakdown," he moaned out between thrusts. "I want you to frag me so hard I can't remember my own designation."

His lover buried himself again but this time stayed that way. He ground into Knockout's aft hard enough that the mech was forced down onto his forearms. The spike took up a circling motion inside him, the metal sliding through his lubricants against his sensitive walls. He felt the connection as Breakdown's spike released electricity in spurts as it passed over his innermost node. It all felt so good he couldn't speak. He could barely think.

Faintly, he felt a large pede move up onto the berth and Breakdown leaned down to hug him for a moment, still buried. It was awkward because of his wheels but wasn't at the same time, it was just them. Lips passed near his audio and then he heard the barest whisper, "Anything for you Knockout." His spark fluttered at the truth and depth of emotion in those words. In the middle of all this, as Breakdown was using him like a common pleasurebot, he still found the time to remind him of his utter devotion. His spark fluttered again because he loved Breakdown, he loved him so much it hurt.

Servos grabbed his hips more firmly just like he wanted and then he couldn't think anymore. Breakdown took him at his word, slamming into him over and over with the ferocity he usually reserved for the battlefield. The ex-wrecker was grunting with each thrust, still maintaining his perfect rhythm and Knockout could only cry out shamelessly from the pleasure. It was almost too much, almost too painful, almost unbearable, and it was exactly what he wanted.

The charge was building steadily, his circuits filling up with electricity created by the friction and passing through Breakdown's spike into him. Over and over he felt his node being stimulated and it felt so slagging good! All he thought was more; harder, faster, anything but more. The need to discharge was becoming unbearable and still Breakdown pounded into him. It was beyond pleasure, beyond anything he had ever felt and all he could do was whimper.

He didn't know how much time had passed when finally he felt his lover's rhythm falter. Somehow he managed to drive himself faster as he approached his climax and Knockout started to clench his valve as tightly as he could. Breakdown moaned, "Knockout," desperately and then he exploded. Searing transfluid shot out of him, struck the node with force, and then began to fill him up.

His lover's repeated moans, his overly hot frame, the transfluid pouring into him; all of it tripped him into his own delicious overload. He screamed incoherently, the charge rushing through him and alighting all his sensors. The overload cascade started in his lower body and moved upward, the pleasure intensifying at each sequential discharge. Finally it reached his processor and his neural net exploded with pleasure data that had him shaking against the berth. He went offline as the coding shorted the last of his sensors.

He came back online quickly, his body resetting and running diagnostics on his crash. He felt himself being lifted and moved farther onto the berth so Breakdown could collapse beside him. They lay in silence, each relearning how to intake after those processor-blowing overloads, cooling vans expelling the hot air. It was awhile before Knockout could feel his lower half again and immediately the ache set in but it was so worth it.

He turned over and winced at the slight pain which Breakdown definitely saw. He looked sorrowful when he asked, "Did I hurt you?"

Knockout gave him a chaste kiss. "No."

"Really, because I've got energon on my spike," he said accusingly, knowing that Knockout was lying.

"Okay, yes. But it's a good hurt and I don't regret it in the least."

Breakdown stared at him for a moment, evaluating the truth and then smiled. "I love you Knockout."

"I love you too Breakdown," and they kissed again. _I really do._

* * *

It had been two solarcycles since his embarrassing show and tell with Knockout. He hadn't gone down to the med bay yet for the full scans but Knockout had come by the next solarcycle as promised to finish his repairs. The medic had been completely professional and finished quickly much to his relief. He said he would reconfigure the nanites for Makeshift's spark temperature tonight and they would be ready IF he needed them. It seemed the CMO was still counting on not having to use them anymore. Makeshift had no doubts about his current situation but he let the medic think what he wanted.

He hadn't left his quarters since the torture and he had no urge to now. He lay on his berth and enjoyed the silent night. The darkness was peaceful and wrapped around him like high quality berth sheets. It made him feel secure and confident in himself again, as much as he could be anyways. Of course it could not last, the darkness remained but the silence was pierced by the pinging of his door. Why couldn't the damn medic just leave him alone for a little while? He promised he would go get the scans and he would…eventually.

He left his rooms and walked through the wash racks at a slow pace. He wasn't going to be rushed because of the other's impatience. The door kept pinging and he kept walking at the same pace, fidgeting when he stepped into the hallway that was set at the higher temperature for his guests. He moved through the main room and offhandedly appreciated the great job Zero had done cleaning the energon. At the door, he sighed heavily one more time finally out of distractions, and then engaged the lock release.

Immediately he regretted the instinctual backwards step he took because it resembled fear. He wasn't afraid, just somewhere deep down he had hoped to never see this mech at his door again. It was illogical to hope that Knockout had been able to convince Megatron to release him of these orders and illogical to want it anyways because he knew very well that he needed his sessions, needed the desire from others, which they provided.

Schooling his faceplates into a more neutral expression and pulling his EM field in tight, he addressed the other respectfully, "Commander Soundwave," and gave a slight nod. The other did nothing. He did not move at all, only stared forward. Makeshift would have said he was staring at him but who knew what he was looking at from behind his visor.

A cycle passed and Makeshift gradually became more confused. _What is he doing?_ Normally he would have played a clip by now to announce who was coming or release his feelers to download new information. Nothing happened. This was going nowhere. "Commander, did you need something?"

Again the spy didn't respond but he did take a step forward so he was in the doorway. Makeshift somehow could just feel that he was asking permission to enter the room. Soundwave had never set one pede inside his quarters before and he had a slight feeling of dread building in his processor. He wasn't sure what to do as these were his quarters and he wanted to decline but a higher ranking officer was addressing him.

Eventually he just stepped to the side. Soundwave walked forward and then closed the door before entering a code into the door that locked it. Makeshift tried to calm his rising panic because it was obvious what Soundwave was here  
for. It was his job after all. "Commander Soundwave, what can I do for you?" he asked not putting up any false pretenses.

The commander didn't even acknowledge him, instead he headed for the berthroom unexpectedly, but it should have been expected right? He followed behind hesitantly because he still wasn't sure what was expected of him yet.

When he entered the berthroom the spy was sitting at his console. It seemed as though he was…working. His feelers were out and plugged in; he was cataloging and maintaining the comm. lines while simultaneously running system diagnostics on the warship.

Now this...was different. Why would the spy come here to do his work? It didn't make any sense and Makeshift just kind of stared dumfounded at the other. He stood for a while, his panic ebbing with each passing cycle, still waiting for the other to finish and ask him to shift. It didn't happen. Finally he just sat on the berth. Well he wasn't going to leave the spy alone in his quarters so there was nothing else for him to do. He watched, field slowly loosening up and filling with curiosity at Soundwave's actions.

Before he knew it an entire megacycle had passed and still the spy was working. The silence should have been strained but it was actually, peaceful. That's what he was feeling until one of the feelers disengaged from the console and Soundwave turned toward him.

A picture of an energon cube flashed on the screen and the question was obvious. "I have some in the cupboard out in the main room by the window." He moved to get it but the feeler extended and made its way into the main room. Soundwave pointed at him with one long digit, his hydraulics making an almost inquisitive noise, and inclined his helm a little. "Uh…no thanks. I'm not in need of fuel right now."

The commander turned back to his work while the feeler rummaged around in the cupboard. Makeshift knew because he could hear it, it was a little creepy almost like the feeler had a mind of its own. Finally it pulled back into the room and set the cube down on the console.

Makeshift actually leaned forward in anticipation because he had never seen Soundwave's face before, he wasn't sure anyone had. He…was disappointed. The feeler entered the cube and he could hear a siphoning noise telling him he wasn't getting to see anything this solarcycle.

He marveled a little at the spy's multitasking abilities. He knew Soundwave wasn't like a normal Cybertronian but he hadn't interacted with him much outside his scheduling. It was impressive to be able to simultaneously run all the networks, comm. lines, download data, perform surveillance, and have a conversation, while sipping your energon. Makeshift wanted to ignore the mech but it was hard as his field kept trying to reach out to the others. Some part of him wanted to know what Soundwave felt like while he was doing all those things.

The door ping pulled him out of his distractions. He got off the berth but Soundwave was already at the door to the berthroom. He looked at Makeshift and sent a data burst with the command, 'stay.' He moved toward the other, "This is my room and I'm not…" and the door closed in his face. He tried to open it but it was locked. Damn that sneaky mech, somehow he had managed to put an override on the door in the short time he had been here. Makeshift put his audio to the door and listened to the outer door slide open.

XXXXXXXXXXXXXXXXXXXXXXX

Soundwave wasn't sure if the other would show up but he had calculated a 79% chance the femme would want to take her revenge on Makeshift after Megatron's talk. She had after all scheduled this solarcycles ago and had apparently been eager to come here again despite her recent session. He slid the door open and she was surprised to see him, her faceplates and field clearly said so. Then her face took on a wicked grin, "Well someone is definitely kinky to frag Soundwave. It's the tentacles right?"

She thought he was Makeshift and that made him feel…strange and slightly disgusted. "I really don't have anything against him though so I'm disappointed with your performance already. You know my preferences."

Soundwave let his field lick at hers and that was enough to inform her of her mistake. "Well Soundwave, I can honestly say I'm surprised. I didn't think you actually had interface equipment but I guess you use our good shifter to get your kicks like the rest of us." He didn't respond to her bating, instead just stared ahead waiting for the right moment. It came just as expected.

"Well, you know better than anybot else that it's my turn to play with him tonight so I must ask you to leave." Soundwave let the words 'scheduling conflict' print across his screen. The femme started to get angry at that, "What do you mean scheduling conflict? You are telling me the perfect Soundwave messed up? Because you are the one who makes the schedule." The femme must have some circuits misfiring if she truly thought he, Soundwave, had messed up.

He replayed her voice switching the word order, "Soundwave perfect. Get your kicks. You…" and he printed 'choose another time.'

"I am not going to…" but his screen just flashed the words over and over. "Fine. I will be back tomorrow at the same time." His screen flashed 'Unacceptable. Busy.' She growled then, "Two solarcycles from now," and stalked off.

He made his way to the berthroom door to let its occupant out, well aware that Makeshift could hear everything, only missing what had been printed on his screen. That was intended.

The shifter just stared at him neutrally, trying not to let any of his emotions out. Soundwave couldn't feel what he was thinking nor did he care. He returned to the console, performed another megacycle of work, monitoring the femme's position throughout, and then left. His own berth awaited him.

* * *

**Soundwave…is such a badass.**

**I know. I created my very own OC drone. I'm so proud!**


	5. Questionable Intentions

**Thank you all for the support. **

**I'm following the episodes pretty strictly except for where Makeshift is concerned. I may do time stretches, basically have more time pass in the fic between episodic events, but time in the show is more implied so who really knows how much time has passed anyways.**

**Normally I'm not going to summarize episodic events because I'm assuming you have seen them but in this chapter I felt there was a good purpose for it.**

**Chapter Warning- **Violence. Little bit of mech gore. I think there is one bad word. (Huh! Gasp)

* * *

**Chapter 5-Questionable Intentions**

* * *

What had just happened?

Stupid question. He knew what had just happened but he couldn't believe it. Physically, his processor couldn't process the data from this encounter. He'd been staring at the door to his false rooms for two megacycles now, seeing the image of the other leaving over and over. Faintly he wondered if his processor was literally on the fritz, coded hallucinations from a quantum virus. It had to be.

He ran diagnostics.

…

_Diagnostics are all normal. _He ran a CNA based scan of all his software and hardware to make sure the virus hadn't corrupted his diagnostic capabilities or anything else.

_No._ _This actually happened._

Soundwave…

Soundwave… had…protected him from Airachnid.

…

…

But why?

…

…

Nothing. There was no logical reason to explain it.

Soundwave was a mystery. He always had been and no bot but Megatron knew or understood him. Makeshift had gathered his own opinion of the mech over the stellarcycles and ultimately he had come to one conclusion, he was loyal to Megatron and indifferent to everybot else. He was so efficient and, perfect really, at everything he did that approval from others was redundant. There was an air of superiority that followed him such that he had no need to emphasize himself and hence other bots meant nothing to him because they were beneath him.

But…was that all there was to him? What was he like when he was alone? Soundwave didn't socialize with anybot except for Megatron. Oh he was in the rec. room often enough just sitting by himself but everybot was sure he was gathering intelligence about the rest of them as opposed to seeking company. His fabled telepathy had never been proven but his outright knowledge of EVERYTHING did add credence to the theory.

Makeshift wasn't sure he believed it but some part of him must have because he avoided Soundwave for the most part. Not just because of what Soundwave had come to represent to him but because he didn't want any of his thoughts, feelings, or memories leaking over to the Con by way of field or plucked out of his own mind if that were actually possible.

So…they weren't friends. They certainly weren't lovers. They weren't really even comrades. They were pretty much nothing to each other, on the same side of this war at most.

What was his motivation behind doing this?

When the spy had shown up in his wash racks the previous solarcycle, initially he had been surprised. Had the spy been…worried? Impossible. Soundwave didn't care about others and he certainly didn't worry. Calm and collected, always. And silent.

Soundwave must have been there to collect information. Thinking about it, Makeshift had just assumed Megatron had sent him. If Knockout had addressed him and potentially created a scene, their lord had probably wanted to verify the situation.

That brought up more questions: What did Knockout say? He should probably find out because unusual things were occurring in response to it. Soundwave had been sent or had come of his own volition, impossible to know which, and had made a decision in response to what he saw. The imagery had actually affected Soundwave to the point that he…

…

Had protected him from Airachnid. The statement felt weird rolling though his processor.

Or was this Megatron's doing? The warlord was crafty to be sure. Had he ordered Soundwave to protect Makeshift covertly so he could still seem to be placing Airachnid's interests above Makeshift's? Did he care enough to do that or had he merely played the dutiful leader in front of Knockout to quell the medic's worry?

He couldn't think about it anymore because it was too confusing. No, he would let it go for now and enjoy the solitude a free night provided. Except…he should really speak with Knockout. Sighing, he realized this was just more motivation to go get the scans as the medic had wanted so he could press the other for information. It wasn't his ideal evening but it was better than entertaining Airachnid.

He made his way toward the lift passing no bot on the way. It was very early in the human solarcycle but Makeshift was hoping the medic would still be in the med bay. After all, he had ranted incessantly about the new workload that Megatron was thrusting upon him while he had been repairing his injuries.

When he stepped into the med bay his optics shuttered against the increased lighting, fluxed a little, and then finally adjusted. As luck would have it, Knockout was indeed there but so was Breakdown. He honestly liked the ex-wrecker but for this embarrassment he was hoping to be alone with the medic. He sighed loudly.

Knockout had probably already gossiped about his unique appendage to the entire ship despite Makeshift's threat. It wouldn't have surprised him.

"I didn't think you would actually show up," chided Knockout. When he removed his servos from the drone's leg he had been rewiring and looked at the shifter, he appeared tired but reasonably content. The drone did not even twitch, probably under heavy sedation or even in medical induced stasis.

"I thought about it but you have decreed this important for my health so I am here."

"Honestly, Makeshift, you are as bad as young fleshlings. Afraid to go to the doctor."

"I am not afraid. I merely do not like being the subject of observation nor experimentation. Your reputation for the macabre is well known medic," and he put some malice into it because he really didn't want to be here.

"Being a little dramatic, aren't you?" Makeshift only gave him an unfriendly and all too knowing look in response. "Fine. I admit I am highly intrigued by your frame but these will merely be scans for medical purposes." He wasn't persuaded. "Don't be shy," and the sports car patted a medical berth. "I have already seen the whole show, as they say." The shifter growled at him but went to sit on the berth anyways. "And I did not speak of anything I saw either." It was a moment before he understood what the sports car meant and then disbelief flashed across his faceplates because there was no way the talkative medic had been able to keep his mouth shut.

"Don't believe me huh?" he asked while hooking a data cable up to an access port on Makeshift's waist. "Breakdown," he yelled to the mech who had carried some crates of equipment into the back room, "Did I tell you anything strange about Makeshift's frame?"

"No," was the distant response.

"See?"

"Yes, that's real convincing."

"What's wrong with his frame?" Breakdown asked as he walked back into the room and leaned against metal storage cabinets casually, arms crossed over his chestplate.

"Nothing." "He's got the most freaky interface array," they both said at the same time. "You are incorrigible, you know that?" he growled again.

"Yes. I didn't tell him because the look on his face when he sees it with his own optics will be priceless," he replied, totally unapologetic. "I do need my assistant to complete my work after all."

"If only I believed that." Makeshift thought about resisting but Knockout would just tell him later anyways. As long as it didn't leave this room he could live with it. He just thanked Primus the drone was offline and there were no others waiting to be repaired. He just knew Knockout would have been all too happy to make him bare himself to a room full of drones.

Having made the decision to be compliant, he switched gears. "Knockout, I must know. What did you say to Megatron?" he asked quietly.

The medic had stopped fooling around, focused on the scans once more, and spoke in a more serious tone. "I asked to speak with him in private about you which he promptly told me he would not allow me to sleep with you." Knockout gave him a look like 'what an aft' before continuing, "I informed him that it was your health I was worried about and he bid me speak right there on the bridge. And that's when I accused him of allowing you to be tortured."

Breakdown winced, probably thinking the same thing as Makeshift; _The medic had huge ball bearings to accuse their lord of something like that._ Well maybe Breakdown was thinking how crazy his lover was. The blue Con's reaction made Makeshift wonder how much he knew. Surely Knockout had told him everything, although the medic's ramblings had suggested he wasn't seeing as much of his partner as he would have liked lately.

"Basically he threatened me and then told me it was none of my business. Asked why you weren't there inquiring yourself. I told him you couldn't be because of how slagged you were and that you wouldn't have come anyways because you wouldn't defy him."

Well at least he made sure to say that this wasn't Makeshift's idea. That was probably why there hadn't been any punishment handed out to him…yet. That, and Megatron had been busy as of late. "He told me to let it go and I said no which almost led to my deactivation, so you are welcome."

"Shouldn't get involved in things you…" and the look he received made him shut up.

"That was when he started insisting it was just interfacing and I started thinking maybe he really didn't know what was going on, at least the extent of it. I told him if he could see the damage then he would change his mind. That was when Soundwave brought up an image of Breakdown carrying you through the hallway to your wash racks. He seemed surprised and then said he would speak with her." The medic shrugged. "That's it."

So they had seen him at his worst, broken and used like a toy. Had seeing him like that really affected them both so much? How could it? They were Decepticons. Torture did not faze them, especially not Lord Megatron. He couldn't believe their master felt guilty for his role in it either. Maybe Megatron valued what he did enough that he wasn't going to let him be deactivated just to please one bot, traitorous personality or not.

The machine beeped to conclude the scan cycle and Knockout gave him a look. "So what's with you and Soundwave?"

"What do you mean?" he said.

"I saw how you reacted when he walked into the wash racks. Does he…"

"No," understanding the implication immediately. "Have you met the mech? No, he performs my downloads and keeps the schedule." The medic's faceplates clearly said, 'explain.'

"I can only take on somebot's form after I have their schematics downloaded into my processor. I have a schedule so I know when to expect visitors and so there is no accidental overlap." Instantly Airachnid's angry voice came back to him, 'Scheduling conflict,' but he shut that train of thought down. "Soundwave relays it between me and the bots so we never have to talk about it face to face and so they never have to see me out of character."

"So?" and he left the question open ended.

"So… his presence perturbed me at the time since I was in an…unhealthy frame of mind."

"Hmm," was all he said. The second scan completed and Knockout asked, "May I do one while you are shifting? It is mostly out of curiosity, yes, but it could be helpful medically in some way I have not foreseen yet."

"Fine." Makeshift's mischievous side sparked a little and he couldn't help himself.

When the medic signaled that he was ready, he started his shifting procedures. The scanner was humming erratically trying to catalog all of the information as his plating reshaped and remade itself. The Aston Martin only said, "Interesting," while it all happened. For as uncaring and irresponsible as he came off, he really did seem to be interested and enthused in his work.

It was over in all of 30 nanoklicks and he was left sitting on the berth as Knockout. The medic jumped back a bit and then got a contemplative and slightly angry look. "Who has asked for me?"

"Now Knockout, I can't tell you that. Confidentiality and all. Of course the real question would be who asks for Breakdown?" and he gestured at the ex-wrecker with digits that changed from long and spindly to short and thick as he shifted again. He kept his optics glued to Knockout's during the transformation, neither of them interested in the scanner as it followed his frame's movements again. Knockout seemed mesmerized by the whole thing but horrified at the implication nonetheless.

The big blue bot, who had been idly listening to their conversation from across the room, came over and just stared at him. He started to move and Makeshift copied him. "That's cool," they said together. "You are good at this," they said again.

"I know," he replied, his field flaring instantly with pride at being complimented. A bots got to have something to himself, something he is the best at, especially among the Decepticons or he is just a waste of space.

Makeshift could only imagine what was going though the sports car's processor at the moment and decided to liberate the medic from his nightmare. "Relax Doc," he laughed. "No bot has asked for either of you. Soundwave downloads every Decepticon's schematics to me when they board the Nemesis. It was before anybot knew you two were together otherwise I would have declined. Although, that would have meant I would have had to pass on this little amusement."

Makeshift suddenly pondered what he would have done if somebot did ask for either of them. Would he follow his orders? It seemed perverted to use either of them in that way. _Not the time to think about this,_ and he faced Knockout again.

Relief blossomed on the other's face and then exaggerated annoyance. "You're such a pain in the aft."

He shrugged. "Had to get back at you somehow."

"Ah, speaking of which. I finished the scans so you can shift back now and we can get a look at that weird appendage," and he emphasized the word weird.

"Are you sure? Something tells me you would rather see this one," and he tapped a large finger on his interface panel. Knockout's field flashed with embarrassment and Breakdown, the real one, started laughing.

"I'm good, thanks. Now shift back," he ordered a little too forcefully for his normal speech patterns.

"Whatever you say." He shifted smoothly back into his own frame and sat on the berth, good mood not leaving even knowing what was coming. "Tell me again why you, and HIM, must see this."

"Oh you know. I have to make sure the healing is perfect. Check the welds. Do some internal scans to make sure your trans-fluid reservoir and tubes were not damaged. I can come up with more reasons if you would like."

"Uh huh." Makeshift just retracted his codpiece and the interface panel covering his spike, ready to get this over with. He let it pressurize slowly and Breakdown let out a long whistle.

"Brings a whole new meaning to the term spike." Breakdown's reaction was more of inquisitiveness than anything else and that was not what Makeshift had been expecting. Maybe because he was the giver in his relationship he didn't show the fear that was customary for other mechs who thought about receiving his spike.

"Actually spine would me more accurate," Knockout corrected as he started performing more scans, faceplates lost to curiosity again.

"Right. So how do you frag with that thing?"

"I don't," and the admission hurt more than it should have but Breakdown took it in a totally different manner.

"So you like to receive like Knockout?" It was probably best to just let him assume that. Luckily he didn't have to respond anyways.

"Too much sharing Breakdown."

"Oh Knockout. Like everybot on the ship hasn't heard your screams," he quipped, glad the attention had been diverted.

"Well, what can I say? The big lug knows just what I like." The conversation ended then and the silence was easy, not strained.

Knockout finished his inspection with a frown. "Your spike array is completely healed and your transfluid ducts are fine but there is damage to the bottom of your gestation chamber and along the valve I hadn't noticed before." He passed the scanner over the area again while Makeshift retracted his spike. "They seem to be riddled with decent sized holes. But…"

"But, what?"

"Well I can physically see them but the scans come back normal. I guess maybe they are part of your normal structure. You really are a weird one."

"Okay, enough poking and prodding," he admonished, getting up off the berth. "Do you have everything you need?"

"Yes."

"Good. I'm out of here."

* * *

The rest of the solarcycle passed uneventfully. And then the next solarcycle was upon him and Makeshift wondered whether he would truly see Airachnid or not. She would want to entertain herself he knew but was Soundwave going to interfere again? There was really no way to know but as he walked into the rec. room to reenergize he thought it was doubtful he would be entertaining anybot tonight.

The ship exploded around him with gossip of all different kinds. Megatron's erratic behavior. Soundwave's constant surveillance of the foreign planet. The Nemesis' new flight plan. He listened to the uninterrupted chatter with interest especially when the whisperings of Unicron, The Chaos Bringer, began.

As the megacycles passed, he remained in the rec. room although it was mildly uncomfortable considering the high light levels and even higher temperatures. He didn't want to miss anything new and he was not disappointed. Drones passed in and out speaking of what was happening on the command deck. Megatron was gone, the command passing to Airachnid, and there had been no word from the true Lord of the Decepticons since his departure.

More time passed and still no word. Rumblings of Airachnid's desire to leave their lord behind were widespread and eventually she addressed the troops. She believed Megatron had abandoned them as this planet was being torn apart and the best course of action was exodus. She was in command so the decision was her right but…not everybot agreed with the plan.

Soundwave refused to yield; he remained vigilant and continued his efforts to find their lord. He ignored the femme's commands and blustering. There was no doubt where his allegiances lied.

Airachnid challenged him…and she lost. Makeshift mildly wished he could have been there to see it both for Soundwave's poise and Airachnid's embarrassment, but he preferred to stay away from the politics. Soundwave had apparently beaten her with minimal effort, made it look easy. He had been a gladiator just like Megatron and his battle skills, although not regularly displayed, were well known and respected. He was just too valuable at his post as communications officer to be wasted on the battlefield.

And with her defeat, the decision was made. They were staying. She may have had the formal command but there was no doubt about who was in charge.

Unfortunately, he remembered the last time Airachnid had been humiliated. Megatron had scolded her like a sparkling for her apparent stupidity in allowing Starscream's capture and she had come to him to exact her vengeance because she could not touch their lord. This time it would no doubt be worse since the humiliation had come from a lower ranking officer and it had been done publically.

As if his thoughts had brought her forth, he saw the femme coming towards him as he began to leave the rec. room. He had lingered for too long listening to the news and now he was going to pay for it. The Nemesis wasn't heavily lit in any area but around the rec. room there was higher lighting than anywhere else on the ship besides the med bay. There were no casted shadows around, nowhere that he could fade into the background, no escape.

When her optics landed on him, they took on a dark, sadistic glint that held a certain, painful promise. Her legs actually twitched in what he recognized as anticipation and they extended a bit from their normal position along her backplates. Her field whipped outward, full of predatory feelings, hunger and anger, and it scraped along his own as he withdrew it. She wouldn't let him escape it though. Her field became even more aggressive, surrounding him, smothering him with its intensity and trying to merge with his in order to extend her influence to his very core.

Out of nowhere a drone approached him. "Officer Makeshift, Soundwave is requesting your presence on the bridge," he stated matter-of-factly. The field surrounding him flashed with rage but it pulled back. The drone was opticing the spiderbot warily such that Makeshift was sure he had felt the field before its retraction. He dismissed the drone with a practiced wave and bored looking expression before he started passed the angry femme. He could feel the optics boring into his backplates as he left her standing there, unsatisfied for the second time.

When he arrived on the bridge, Soundwave spared only a nanoklick to gesture at a console and went back to his rapid typing. Makeshift read the mandate and it was simply for him to take some drones and do reconnaissance of Megatron's and the Autobot's last known locations. This mission wasn't something that required his particular skill; it was actually very low level work.

He turned to look at the other officer who outwardly, not surprisingly, gave nothing away. He stood there, slender wing plates vibrating rapidly as typed. His crowned helm slightly down as he monitored the data he was receiving. Makeshift thought about questioning him but stopped himself. They were short of flier type officers now that Starscream was gone and he himself was busy trying to find their lord. He could have made Airachnid do it but she was supposed to be in charge and probably would have seen the task as beneath her.

Of course it could have been that Soundwave had been monitoring the femme's and Makeshift's tracking signals and headed off the confrontation before it even began. _Would he really waste time on that when he was so busy trying to find their missing leader?_ It didn't seem likely but the mech was the master of multitasking so it was possible. Possible but once again, why would he do that?

Nevertheless, he gathered up a squadron of drones, shifted into his Cybertronian jet mode, and left. The eradicons stared at him during his transformation, most of them never having seen it before. He didn't look like a flier type in his root mode but being a shifter, his plating actually shifted during his transformation to give him wings in the end. He had a vehicle mode as well but he rarely used it, flying was just superior. Don't tell Knockout.

Four megacycles later and he returned to the ship with nothing to report, which didn't surprise him or apparently, Soundwave. The spy had simply taken the non-existent information and dismissed him. He lingered for a little while hoping, foolishly, to figure the reticent spy out. More and more, Makeshift was starting to feel like he had done this just to get him away from Airachnid.

Which meant it was his idea, didn't it? Megatron wasn't here, no bot could contact him. He couldn't have given Soundwave orders to do this. Unless the orders were longstanding from before. Scrap, every time he felt like he knew something more questions just popped up. Why were there no fragging answers? And…why did he care so slagging much? _Stop thinking about it,_ and for once he did.

He strolled toward his quarters, exhilarated to have done something today even if it was a, what was that human word? Yes, bullshit. Even if it was a bullshit mission anyways.

He stopped by the energon container to replenish his stock of cubes. His recent visitors had all but exhausted his guest supply and his personal supply was completely gone. _Twenty cubes should do for now._

He resumed his slow walk, crate of energon in servo. His HUD pinged him, a warning of low energon levels that would start becoming an issue in less than two megacycles. Now that it had been brought to his attention, he realized how tired he really was.

Tired of thinking, tired of other bots, tired from his mission. Flying was taxing on the energon stores and he just wanted to get to his quarters. He hadn't been prepared for flying so he hadn't had the time to properly refuel before he left. The one cube he had drank early on in the rec. room not nearly enough to satisfy him.

Good mood leaking away alongside his exhilaration, his mind somehow found the energy and went unbridled again as thoughts of his recent interactions stirred.

In all his long stellarcycles of doing this, he had thought many times about abandoning his duty but never with much sincerity. The desire came in passing and always left when his mood recovered. Even when he realized how awful things with Airachnid were going to become, he didn't give it much thought. Sure there were the minor mental breakdowns he suffered while he recouped but after that he largely forgot about it. His work was his life, tiring and painful as it could be sometimes, and it was what he had to offer to the cause. It was his damnation and salvation all at the same time.

So why did he contemplate it all now with such seriousness?

Was it because others were showing worry for him for the first time since his creator and carrier had perished? Maybe. It was a reasonable explanation but it didn't feel like the right one.

Was it because the torture seemed like it might finally destroy him, both of mind and body? Once again, a plausible answer. But he knew it wasn't the right one either. There was something new going on with him and he wasn't exactly sure how to explain it even to himself.

His weird feelings hadn't resurfaced since his night with Steve and he felt altogether normal but there was something. Some tiny feeling deep inside him that stirred every once and awhile. He couldn't explain it and he had never felt it before but it seemed to happen whenever…he saw Soundwave.

Or heard about Soundwave.

Or thought about Soundwave.

It made his tank churn in an almost sickening way and he didn't like it. Whatever was happening to him, it was probably best to stay away from the stoic con for the time being. At least until he figured out what was wrong with him.

He was making his way around a corner when he came upon two drones cleaning up a huge pile of salvage they had obviously dropped. He immediately recognized Zero by the large scar that was slashed from his interface panel, around the back of the right thigh, and down to the knee joint. Zero had been in the med bay a while back and the scar had been present the next time they saw each other. Makeshift had never inquired about how he got it because the drones had so many scrapes, what was one more? Zero had less than most because he wasn't an active fighter but still.

Megatron had dismissed Zero from any service that would take him to the surface of the planet because of his duty to Makeshift. It would have been illogical to send the drone out, have it attacked and destroyed, and then they would have to reprogram another one. Not to mention they didn't have an engineer on board right now although Soundwave most likely could have done it. It was hardly an inconvenience to spare one drone although their lord had been ticked they had picked an eradicon which were the most valuable of the drones.

He looked at the vehicon and didn't recognize it as one of the few he knew personally. It had many more scars along its frame than Zero. The drones were repaired the same as the officers although they had lower priority but cosmetic work was generally not performed on them. They were not allowed free access to the exuberant buffing, painting, and waxing the officers indulged in. When an individual started looking really rough they were permitted to see Knockout. Most of them were offlined before that ever happened.

The two finished picking up the mess and the one he did not know started back down the hall with it. When the other drone was out of sight, the eradicon turned toward him, and seemed to realize a superior officer was on deck. He snapped to attention, "Officer Makeshift is there something that you needed, Sir?"

"No, I'm just heading to my quarters."

"Would you like me to carry the crate, Sir?" the drone asked in earnest. Assisting the officers was hardwired into every piece of their coding so the question didn't feel out of place.

"No. I can manage just fine."

He got all of three steps before he heard a quiet, "Sir?"

"Yes?" he questioned with minor impatience.

"Permission to speak of personal matters?" the drone queried even more quietly than before.

That caught his attention. "Granted."

He looked around as if to make sure there was no bot else in the vicinity. "Sir, Steve inquires about your health."

This was interesting. He hadn't given any thought to whether Zero and Steve knew each other personally. Of course they would have been acquainted but enough for Steve to divulge what was going on between them? He didn't like that. _I shall have a talk with him,_ and then another question popped into his helm. "Why does he not ask himself?" Was Steve going to start ignoring him like the others? Avoiding him except when they were together intimately? He felt a little pang of hurt, very un-Decepticon like hurt, that he quickly squashed with a vengeance.

"He has not had a break in many solarcycles, Sir. Megatron has been keeping the other drones very busy with dark energon acquisition. He simply asked me to make sure you were okay if I were to see you first."

"Has been?"

"Yes Sir. His orders were explicit before he left that mining was of the utmost priority."

"So there has still been no word?"

"No Sir, but Soundwave was able to find Megatron's life signal again. Last I heard they were expecting word soon."

"Right. I'm fine. That all?"

"No Sir, Steve also wonders why you have not contacted him recently. He seems to think he has made you angry in some way." _Steve has definitely been sharing too much._

Coding was very specific. Zero might not be able to speak about what happened to him within Makeshift's quarters but that didn't mean he couldn't talk about what Steve was telling him. That was all he needed, drones coming to him by the dozen asking to frag around with officers.

"I'm not angry," he replied, "I will contact him when I see fit." Makeshift had been meaning to contact Steve but something had been holding him back. He should do it soon though or he would damage the delicate façade he had created between them. All his hard work researching Starscream and Steve's habits would have been for nothing.

"Yes, Sir." The drone turned to leave.

"Zero…how did you get the scar on your leg?"

"Battle with the Autobots, Sir. Five decacycles ago. Optimus Prime's blade."

"You are not supposed to be on active duty."

"Emergencies trump all other orders. Megatron does not hesitate to use any of us when he deems it necessary." He didn't reply to that, his processor already moving on, exhaustion creeping up. Probably sensing the shifter's distant mind and the end of the discussion, the drone left without waiting for dismissal.

Makeshift resumed his slow pace, the energon crate seeming heavier and heavier as he moved. All he wanted was to lie in his berth and let the darkness consume him, blessed darkness and silence. Just thinking of his room made the air around him feel sweltering and oppressive.

His quarters were approaching, thank The All Spark, and he was almost to the door when movement down the hall caught his optic. A quick flash of dark plating before a silent mech turned the corner and started in his direction. He let his optics flick across the other's frame silently admiring his lethal and stealthy physique. He was a shifter, stealth was his forte and he appreciated it in others.

Moving at his normal, unhurried pace, Soundwave stalked toward him. Makeshift felt that flutter in his abdomen again and tried to appear as if he hadn't noticed the mech. Shifting the crate to a one arm hold, he palmed open the door, and suddenly was not alone anymore. Soundwave followed him into his quarters without 'asking' as he had before. "Commander Soundwave. Get…" and he was cut off by his energon being snatched from him by two tentacles.

They wrenched the box open, swiftly took out all the cubes, and stacked them in his storage cupboard. "As much as I appreciate the help with stacking cubes," he said sarcastically, "These are my quarters and I would like you to leave."

'No,' flashed on his visor before he deposited the crate into the trash receptacle.

"What is your reason for invading my quarters like this?" Soundwave approached him again and presented Airachnid's tracking signal which was on this floor and moving closer. He barely had time to register that when Soundwave started across the room toward the wash racks. Makeshift followed unsure of what the spy wanted from him, déjà vu from a couple solarcycles ago setting in.

Inside the racks, Soundwave stood next to his hidden scanner and turned toward him with that very explicative silence. Soundwave wanted entrance to his personal quarters, quarters no other had ever stepped pede inside, no other had ever wanted to step pede inside. He felt another flutter and pulled his field in tight hoping the other hadn't felt anything. "Why do you…" Soundwave allowed the tracker to blip again to show how close Airachnid was to his quarters.

_I shouldn't do this,_ but he was already moving forward, something metaphorical tugging him along. There were things he wanted to know and spending more time with the TIC, although he really didn't want to at this point, may have been the only way to figure it all out.

He slid a servo down the door, feeling the coding transfer between his CNA and the door sensors as a light, tickling current. The scanner came to life a little to the left, he typed in the code rapidly, and the door slid back with a click. He turned back to Soundwave and considered the consequences of this one more time before he walked inside, the silent Con following him in.

XXXXXXXXXXXXXXXXXXXXXXX

Soundwave followed Makeshift into his private quarters and gathered information about his surroundings on instinct. Lighting levels: Complete darkness upon admittance and risen to 3 notches below normal. Ambient light levels: further reduced due to absence of windows. Temperature: 5 degrees below normal. Furniture: normal setup. Quarters: devoid of any personal effects except Holorecorder set up on desk. Shifter: relaxed in environment, suited well for conditions. Annoyed at Soundwave's presence.

"Why are you here?" Soundwave only let Airachnid's signal bleep again. "That does not explain why you are in here?" and he gestured at the entirety of the room. He didn't answer. "Did Megatron order you to do this?" He remained still.

Questions were not going to be answered and the shifter seemed to sense this almost immediately. He moved to the couch and sat down upon it, gesturing for the spy to do as he wished with a low growl.

Calculating a 73.7% chance of this outcome, Soundwave had been prepared. He had hoped the femme would just retire but her defeat on the command deck had spurned her deeply. He didn't care; his duty was to his lord and to his lord alone. The show she put on for the troops hadn't fooled him in the least.

Megatron had known what he was doing and there had been only an 11.2% chance he wouldn't return from this adventure. Still, the thought of spending the rest of his vorns under the femme's command was not a pleasant one. It didn't matter, Megatron had returned just as he should have and with an amnesic Optimus Prime no less.

Soundwave had greeted his lord quickly, they traded a few words, but he requested to leave immediately having monitored the femme's tracking signal as it moved in an unmistakable direction. He would debrief his lord after this momentary excursion. Airachnid's insolence at not having greeted Megatron upon his return was noted by the warlord and he was sure to find her actions during his absence of concern.

The console he needed to use was on the far side of the room and sitting at it would allow him a respectable distance from the other. Soundwave, in his many vorns aboard the Nemesis, had avoided the shifter. He simply did not wish to know if and who had asked to sleep with him in the TIC's form. He knew Makeshift wouldn't readily give up this information, they had made many preparations to avoid it in fact, but Soundwave's telepathy posed too much threat for accidental transfer.

The ability was first known to him in his sparklinghood when he began hearing his carrier's thoughts during an interrupted recharge one night. It was strange for him for a long time but he learned to control it and had used it to aid him in his work when necessary. He had used it much in the beginning of the war but less frequently since they had boarded the Nemesis. The mechs here were well known to him and easy to figure out without the aid of his ability. He had, however, noticed it more difficult to control in Makeshift's presence during their initial encounters.

It functioned in a similar manner as an EM field but it was a one way transfer. Unfocused it was more of empathy, he got emotions and feelings from others as if their fields were touching. If a subject began thinking actively and thoroughly it would shift more toward telepathy and individual thoughts resounded in his processor as clear as if he had thought them himself. It got more difficult to keep others out but he managed well enough.

If he focused on an individual enough he could make it true telepathy, could steal information directly from their processor. It was highly invasive and the individual could feel it happening, feel it as a forceful prying that translated into physical pain.

Over the vorns he had interrogated various Autobots both through telepathy and through uplink via his feelers but either way he did not enjoy it. His empathy never turned off completely and pain was an extreme emotion so he picked it up readily from others. An overarching reason he avoided killing unless it was necessary and another reason he avoided Makeshift. Given his assigned orders, there were many strong emotions that could potentially leak over to him.

The shifter right now though, was blank.

It was stark contrast to what he had felt that day in the shifter's wash racks. He had needed to know and so had released his hold on his empathy. He had had to rein it in swiftly because the emotional backlash was overwhelming; powerful flickers of pain, both physical and emotional, rage, emptiness, concern, confusion, and many others came as a jumbled mass from all three bots. Given what Knockout had said it was understandable and Soundwave had considered the fact-finding mission over.

Until he got that bothered feeling, which had ultimately lead him to the recordings and that defeated expression. And now, here he was, determined to change the shifter's perception of him to a point he approved of. Simple indifference would be good enough, anything other than the current state.

He turned toward the shifter as his audios picked up an unusual intake rhythm, too shallow and more raspy than usual. He disengaged himself from the console and moved in front of the other. Standing there for awhile, he waited knowing full well Makeshift could feel him. "What?" and his cool white optics opened. Soundwave replayed the recording of the erratic intaking. "I just need energon which you conveniently stored the entire contents of my supply in the other rooms."

A feeler released from his chassis, went to the cupboard, and pulled out a cube. "It's medical grade which I don't need and am not going to waste. Look, I'm sure Airachnid will depart soon and I'll just get myself a cube in a little while." He remained standing where he was, still holding the cube in one feeler, and thought about the femme. He needed to figure out a long-term plan to deal with her because he couldn't play this run around game forever. There were more important things he could be doing.

He would devote more processor power to it later because right now he needed to assess Makeshift's condition. Improper ventilation and air cycling could lead to an overheated frame which was dangerous if allowed to go on for too long. The shallow intaking could in part be caused by lower energy levels but he thought it was more than that. He set the cube down with a clank getting the other's attention again. He tapped the feeler against his own chest and extended it toward the other. "I'm fine."

The clip played again and he flicked his feeler in a silent command, he would not be argued with. Makeshift sighed, deferring to his commanding officer, "Fine." He moved the feeler toward his chestplating careful not to touch the other except for the connection point. His feeler's claws clamped onto his chestplate and the tendrils started the connection. He worked swiftly, never lingering on any one part of the frame for too long. He avoided the shifter's processor entirely and tried to be as least invasive as possible.

He let the readouts scroll across his screen as he obtained each piece of information. Hardware: recent widespread frame damage. Fully healed. Nanite protocols still in standby mode in case of sudden need. Recent in depth scans performed especially of interface array. Software: Diagnostics clean. Virus free. Recent scans performed. Spark beat and temperature: normal except for occasional flutter. Frame temperature: slightly elevated. Energon levels: low. Critical in 38 cycles, 47 nanoklicks, 46, 45… Energon circulation and pressure: low due to energon levels. Coolant circulation and pressure: normal, currently circulating due to frame temperature. Vents, fans, and intakes: multiple obstructions and pollutants. Inefficient ventilation. Auto-clean active, estimated time of completion: 3 megacycles, 26 cycles.

Soundwave recognized the problem; Makeshift needed to clean his frame and refuel to help his auto-clean perform more efficiently. His ventilation and circulation systems were bogged down from his mission. It had been his first flight in this planet's atmosphere and the issue had been compounded by the extreme weather conditions. This planet was already dirty and the humans all too readily poisoned their planet even further with pollutants. It took a toll on all Cybertronian's frames and intakes but it was worse for fliers. Starscream had been an adamant complainer about that and Soundwave himself had felt the grit enter his intakes in an unpleasant slide of minute rocks scrapping along the walls of his tubes. One adjusted to the constant battering and chipping away of paint. Even the intakes could be cycled in alternating patterns to keep a lot of the grit out, but that knowledge came from experience which Makeshift didn't have.

The feeler disconnected and retracted into its housing just as silently as it had come out. Soundwave relayed Airachnid's tracking signal which had moved away from the rooms but was still on this floor. He pointed to Makeshift slowly and then to the wash racks. Next, he displayed his own tracking signal, wrote, 'Duration: As necessary,' across his visor, and then returned to the console.

He felt the odd flutter of Makeshift's field in response to some thought he had as Soundwave moved away. The shifter was experiencing a growing anxiety that was leaking over to him though his telepathy. He was trying to remove himself from the other's feelings but they were coming across too strongly.

He didn't want to bathe with Soundwave in the room. He was self conscious about his frame. He would have to leave the door open to the wash racks or Soundwave wouldn't be able to get out if needed because of the bio signature requirement.

The thoughts started pouring out of him even faster.

Soundwave had protected him from Airachnid. Why? He was grateful but apprehensive at the same time. Soundwave was in his room. No bot had ever been in his room. No bot had ever wanted to be in his room. That weird flutter had turned to a churning when Soundwave had touched him. Soundwave made him feel different. Feel strange.

And then the most curious thing happened and the spy felt it as it occurred. There was a moment of revelation in the other's processor. It came and went like lightning, just a flash and then it was over. Rational thinking vacated him after that.

And then there was desire.

Desire…for him.

Soundwave turned to look at the other, inquisitive and actually surprised by the change. The desire flared and caused rapid arousal but he also flooded with embarrassment at having been staring and guilt. The shifter fled into the wash racks with the last clear thought, _I want Soundwave,_ and then he was alone.

Desire for him. That was new.

He had never formed any opinions of his own frame because it wasn't important how he looked. His frame was perfectly suited for his duties and protecting his body as needed. It was functional. And yet he knew he was attractive to others. Soundwave had felt others want him before but it was more of curiosity based desire. He was a mystery and bots had a fascination with the unknown. This had felt different. This had felt like more than just desire for his frame, for what Makeshift saw with his optics.

He moved toward the open doorway silently and came within range to 'feel' with his empathy.

The bot who had literally had anybot he had wanted over the eons and who could still have anybot on the ship…wanted him. And it was not an impulsive desire but a more deep rooted one. One that he hadn't been aware of until right now. One that he had tried to fight subconsciously as it grew and took hold. One that he didn't want.

As turbulent as the shifter's emotions were, Soundwave felt the regret at his spark's choice. Regret at wanting Soundwave because he was the one Con who was the least likely to reciprocate. Not that anybot else had before. He felt sorrow as the shifter thought about himself, about his frame, about his loneliness. He thought about how he had never been touched in his own frame, never been wanted as himself, always for his ability. He felt the ensuing anger at thinking such thoughts. Anger that he pined for…for…love? Maybe it wasn't even love. Maybe it was just that he wanted someone to want him.

Then his thoughts took another tumble and turned back to Soundwave. The TIC had been nothing to him for so long and then all of a sudden, he was protecting him. Soundwave, who cared for no others save his lord and symbiont, had interfered in his life. And now he could think of nothing else. The spy plagued his processor to no end and he had many questions, always with no answers.

He hadn't realized it until then but he had been silently surveying the spy since their first encounter only three solarcycles ago. He watched the Con move, memorizing his frame's every delicate curve and sharp angle. He had been admiring his TIC's processor abilities, his multi-tasking. He thought about Soundwave taking out Airachnid so easily and his lower plating tightened with arousal, heat pooling in his interface array.

Unbeknownst to Makeshift, he thought it and Soundwave heard everything.

XXXXXXXXXXXXXXXXXXXXXXX

Standing under the spray should have made him feel better but it didn't. That vicious cycle had taken hold of him again and he was rolling through emotions. It happened because he realized what that flutter was, what that feeling was. Why he contemplated his task now, why he hadn't contacted Steve. It was very clear to him now.

He wanted Soundwave.

He wanted Soundwave in a way he had never wanted any bot. He had felt the draw toward others before when he had first started this. He had felt his frame's arousal at their appearance, or their processor power, or their personality. Each time he had wanted to frag and usually got that in whatever form they chose. Maybe it would last a while, of their choice or eventually they were sent away on a mission, and sometimes it would be a one-night thing. His desire for interfacing had lessened the longer he performed his duty although he was happy enough to perform when it reached the unavoidable point, namely when he was already in the berth.

This was different though. Soundwave made his frame feel other things besides arousal, besides simple attraction.

And that couldn't have been worse. He needed somebot to want him and Soundwave wanted no other. Why would he choose a bot that was so distant from everything he needed? It seemed Primus had nothing better to do these days than make him suffer, for what he did not know.

He hated the pain, hated this cruel fate, and his anger rose again. It rose and rose until it was a blistering fury that nearly blinded him. The shifter ripped his solvent dispenser off the wall and threw it across the room where it shattered on impact. He clawed the surrounding walls and destroyed the glass partition that separated the shower from the tub. The glass flew out into the room and he watched it move until his optics flicked across the mirror only a few meters away.

He walked toward it swiftly looking calmer on the outside than he was on the inside. Makeshift stared at himself in the mirror for only a moment and then he lost it. His arm transformed suddenly and blasted the mirror away, disintegrating the glass in nanoklicks. He pounded his fists against the wall where the mirror had been, wanting desperately to hit something, anything, anybot. The spikes on his wrists were being broken off, his plating was buckling under the force of his blows, and still he did not stop.

He did not stop until he saw dark plating out of the corner of his optics, plating that belonged to the mech he had forgotten was still in his room. He turned toward the other and let his hatred burn. His optics brightened fiercely and Makeshift growled, "Get out." His field was not contained, it was whipping out from him but he couldn't feel the others, seemingly drawn in. He advanced on the spy, rage filling him up, sliding outward through his field, trying desperately to smother the other.

Soundwave never moved, never did anything. He shook violently in his effort to keep himself from attacking a superior officer and repeated, "Get out," again. One word flashed on his visor and Makeshift lost it again, his little control slipping away.

'No.'

He lunged at Soundwave and drove his fist at the other's visor but it was blocked by a paper thin arm. He attacked again, raining blows down upon his opponent but never landing any. Those thin arms were just like shields blocking all access to the frame underneath. They were razor sharp on the edges so that they cut him as his blows glanced off and contacted the metal periphery. His own spikes were usually helpful in a similar manner but he had destroyed them punching the wall.

Pain was lost underneath the torrent that was his wrath. Thinking about his actions was impossible under the conditions and his processor shut his mind out in favor of action. Energon splattered their frames from his open wounds but he took no notice of it. He kept an optic out for the feelers, battle protocols coming to life so he was making subconscious decisions on instinct, and continued his advance.

They moved together around the room, Makeshift attacking and Soundwave dodging or blocking. They were a sight to behold, two thin, lethal predators fighting in a graceful dance. Grey armor crashed against liquid black, white luminescence mingled with deep purple. Tiny droplets of water beaded on one from his shower and they flew outward with his movements. Bright blue energon splashed onto dark frames, mingled with water as it slid off plating and onto the floor. Light waves caught broken glass at varying angles, refracting and throwing a dazzling rainbow of colors into the room.

They stepped through the spray as Soundwave dodged yet another punch and Makeshift's attempted grab slid off his now wet plating. He threw his fist outward again aiming for his opponent's chestplate. Soundwave spun out of the way but he saw it coming and kicked out at the spy. His pede landed against abdominal plating and the TIC stumbled a few steps, back under the spray again. Makeshift didn't waste the opportunity presented to him by his opponent's momentary vulnerability.

He pivoted his back leg and threw his weight forward, smashing into Soundwave. He aimed for the center of his frame but the spy moved at the last moment so he connected off to the left. They flew backward into the wall and he felt his shoulder spike piercing the other's armor. It shot through the front, crushing the surrounding area in a widening sphere, before moving out the other side where it too was crushed as they collided with the wall.

He pulled back, seeing the damage he had caused, energon pouring from the wound. Wires sparked and smoked from where they ground into the metal and luckily for Soundwave he was still under the spray so the energon did not ignite. Makeshift pulled his arm back, intending another punch for the spy's helm.

Staggering, he caught himself on the other's chestplate, claws digging into the protoform beneath. _When did he damage me?_

He struggled to stay upright. _Diagnostics._

He slid to the floor. Soundwave was not moving, just staring at him in that same manner as if they hadn't just had an intense battle.

Diagnostics reported no external damage that he hadn't caused himself. _Must be… internal_.

His optics were dimming. _A… virus or electric… shock_.

He fought to stay online. His rage was waning as reasoning flooded back.

Peripheral systems were shutting down, one by one based on necessity. He faintly recognized the fact that he had intended to kill the other at some point. That spike had been aimed for his center, his spark chamber. _Internal… scans are… clean_.

His processor was cloudy. What had he been doing a moment ago?

…

His processor didn't want to work anymore. Something was flashing on his HUD. He couldn't read it. He was shifting, his body was moving. _What…_

...

…

He was leaning against the wall. More warnings on his HUD. Red flashes he couldn't interpret.

…

…

His helm was pushed upward against the wall. A servo grasped his chin. Something sweet was pouring down his lip plates, down his intake into his painfully empty tank. More and more poured into him until the flashes slowed and eventually disappeared. His processor started to come back from its shut down, recognition returning in slow bursts. _Energon_.

He came up spluttering as his intakes cycled at the wrong time and liquid dripped where it shouldn't be. Energon, sweet energon. He grabbed the cube and tilted it back but there was only a little left. Another appeared before him and he snatched that one too. Energon deficiency had caused system wide shut down. Another cube came, spicy this time, and he recognized it as medical grade.

The energon was being pulled into his fuel lines and his natural nanite protocols activated. He could feel them moving through him, assessing the damage to which there wasn't actually much, but the energon deficiency and their suspended standby mode triggering their release. His body thought it was under attack like it had been so many times before.

His optics brightened and full processing capabilities returned. Soundwave was kneeling in front of him, his right arm unusable due to the extensive joint damage. The feelers were what had been collecting the energon and feeding it to him.

And it all hit him so fast. Makeshift remembered everything. He had attacked a superior officer. Damaged a superior officer. Tried to kill a superior officer. Some part of him knew he should probably care more than he did at the consequences. Right now, he was feeling numb.

And slow of mind. The spray had been falling on him for several cycles, since he had slammed into Soundwave, and yet he hadn't noticed until right now. He looked up into the spray absentmindedly and then down as it twirled with their spilt energon into the drain. He looked back at the spy and just stared. He didn't feel anything, didn't think anything, he just looked at Soundwave. And Soundwave stared right back.

Cycles passed and the water finally grew cold from being on so long. Neither of them felt it, they continued to stare. More cycles passed and the water finally shut off automatically, a cautionary measure that engaged after the water had been on for too long. An eternity passed as Makeshift stared at the blank visor and Soundwave stared at his blank faceplates.

And then he heard a sound. It was a low pitched base that reverberated in a repeating pattern. Four times it sounded and then a medium pitched, even tempo trill sounded very briefly. It was followed by three beeps, again low pitched, and then the whole cycle repeated. It repeated three times and then cut out.

Soundwave waited and Makeshift stared. Makeshift recognized the recording. It was in a Cybertronian dialect, a shifter dialect.

It was representative of an intention, of Soundwave's intention…

…to court him.

* * *

**Sarcastic, light-hearted Makeshift wants to stay**

**But empty, wary, tortured, used,**

**…and abused**

**Makeshift, so wants to come out and play.**

* * *

**You may think you know where this fic is going and you might! But you might be surprised what happens along the way. Thanks for reading.**

**Ok, classes start next Monday and updates will be slower but I promise, promise, promise I will not make you guys wait too long.**


	6. You Can Never Go Back

**As always I greatly appreciate any and all feedback. Conversing with you guys makes me giddy.**

**I had a hard time writing this and was not happy with it initially. I'm hoping for your thoughts. Don't shun me if it's bad, I might cry.**

**I know they referred to Laserbeak as a he in the show but I always think of it as a her so she is female in this. **

**Chapter Warning-**Attempted rape. Jerk drones.

* * *

**Chapter 6-You Can Never Go Back**

* * *

Soundwave was certain that the shifter had received, interpreted, and understood his message. After which he turned away to stare at the mirror he had so purposefully destroyed in his frenzy and had done nothing since. The TIC waited a 5 more cycles but it seemed Makeshift didn't have an answer right now which was to be expected. Such things needed to be thought over thoroughly. He would await the decision at a later date. It was time to move on.

"We must transport him to sick bay…immediately." Starscream's voice blared out of his speakers, a harsh sound in the silent room.

The shifter did not startle, he barely even moved, but his helm did turn back toward Soundwave in a lethargic manner. After a brief moment he nodded his assent although his faceplates never changed. They both rose of their own volition, moving slowly due to their injuries, and made their way out into Makeshift's false quarters. He paused for 8 more cycles and 12 nanoklicks, his optics focused on the berthroom door with intense concentration.

Soundwave's empathy was picking up nothing from him, an absolute emptiness that stemmed from the processor and moved throughout the body to create a matching persona. His EM field, which he had left splayed outward throughout their fight, could also pick up nothing. If the shifter hadn't been standing before him in plain view, his complete lack of movement, sound, feelings…everything, could have rendered him undetectable even to the communications specialist's most heightened sensors. It was a feat not many bots could accomplish; Soundwave saw and heard everything.

Whatever he was looking at apparently ceased to be of importance because he headed for the exit, Soundwave following silently behind.

* * *

Having Orion Pax on board the Nemesis was a gamble but Megatron was sure everybot could keep their mouths shut under threat of having their voice box torn out. They need only fool him long enough to have him decode the Iacon database and then Megatron would be free to snuff his spark. His excitement at the thought of offlining The Mighty Optimus Prime was causing his field to thrum almost uncontrollably. He would make sure to have Soundwave record the event so he could see the look on the Autobots' faces when they found out. Oh, what a pleasant solarcycle that will be. A solarcycle that was still a little far off and for right now he had other matters to attend to.

Megatron left the bridge heading toward the med bay after his announcement to the crew concerning their new guest. He needed to speak with Knockout, instruct Orion on his new duties, and debrief Soundwave of the events that occurred during his absence. Excitement aside, he was loath to dither on any of these things because he needed some well earned recharge after these past few solarcycles. And recharge was ever eluding him such that his processor was aching with an all too familiar thud, thud, thud.

And it only became worse the closer he moved toward the lift. He heard voices that were all identical which meant they belonged to drones and then a loud clang that made his processor pound even more. There was a cry of pain shortly thereafter, which was followed by roiling laughter. He moved toward the commotion intent on offlining some mechs for adding to his miserable processor-ache. Right before he rounded the corner he paused as one of the drones addressed another, "So what he make you do this time Pet?"

"What happens between Officer Makeshift and myself is none of your concern."

"Well if he gets to use you as a pleasure drone than we should get to too."

"Yeah," two other voices sounded in agreement.

"Go frag each other. I'm not interested."

"You Eradicons are too good for us huh? Must be nice being an officer's personal berth warmer especially since you get out of all the work the rest of us have to do."

"I tend to Officer Makeshift because it is my assigned duty and has been for stellarcycles. Why the frag are you all in my faceplates now?"

"We hear he has added Steve to his list as well. What makes you two so special?" There was no reply by the one they had designated Pet.

Next came the sound of a scuffle, which was sure to be the group trying to use the other one as they had implied, but Megatron had had quite enough. With all the scrap going on he did not need pleasure seeking drones running around attacking each other. He moved into full view, letting his fusion cannon glow hot purple, and then pointed it at the drones. "Enough!" he bellowed and they all snapped to attention finally realizing they were not alone.

"Lord Megatron," they said in unison.

"You drones," and he growled that out, "Go do something productive instead of heckling each other like younglings."

"Yes Lord Megatron," they replied again and scrambled off, the lone and slightly damaged eradicon toward the flight deck and the three vehicons toward the bridge. _The insolence_, he thought, _at least when Starscream was here he kept the drones in line._

"Starscream," he ground out in anger just thinking of his traitorous former SIC, "You worthless piece of scrap." There had been no word on the ex-commander such that Megatron did not even know if he was still alive. He hoped so because he wanted to kill the wretch with his own two servos and he would be highly disappointed to find out he died of something asinine like energon starvation. That pathetic excuse of a mech just might be fragged up in the helm enough to go out that way. _Enough,_ he wouldn't waste anymore processor power on that seeker.

He started back toward the lift his anger at the situation gradually seeping away to leave his processor pounding once again to his utter displeasure. He arrived in the quiet med bay cycles later to find the medic alone and leisurely cleaning up some of his tools. "Ah Knockout, has the procedure been performed?" He spoke as though his energon wasn't pounding so hard his helm felt like it was going to explode.

"One Decepticon insignia, branded on the big rig as you commanded Lord Megatron," and he tapped his shoulder plating with his normal flamboyant gestures to indicate the location.

"Excellent and I take it this encounter did not have our guest leaving with any suspicion in his mind?" The medic was always too talkative for his own good, Megatron needed to be sure he hadn't said anything to potentially screw this up.

"Of course not, Lord Megatron. I finished quickly and sent him on his way. Two drones accompanied him to his new quarters where he awaits you." Megatron didn't say anything else but he didn't leave either. He was contemplating his decision to ask the medic for something that he didn't want to admit he needed. He delayed too long for the CMO asked, "Was there something else you required my liege?"

"Yes. I need a light sedative and a pain killer."

Knockout gave him an almost suspicious look and then asked, "May I ask what for my lord?"

"I have not been able to recharge uninterrupted for a few solarcycles," he said downplaying the situation. It had really been a decacycle at least but he wasn't going to tell the medic that.

"Your last checkup was some time ago my lord. I could take a look if you would like."

"That will not be necessary just the sedative. I will come in should it persist."

"Yes, Lord Megatron." The medic reached into a drawer, which was built into one of the medical tables, and pulled out a preloaded syringe. "This is light enough that your internal systems should activate your recharge programs instantly but it is not strong enough to override your systems and cause shut down."

He meant to reply but his optics caught sight of something highly unusual moving slowly into the med bay. Soundwave and Makeshift walked in, their injuries obviously hindering their normally fluid movements, both silent and expressionless. They were battered, covered in energon, and Megatron matched the wound patterns up on their bodies enough to know that this had been caused by a fight between them. _Strange that they should walk in together._

Megatron saw Knockout turn as he recognized that there were more patients in his med bay. "What did you do?" he exclaimed very accusingly. At first, the warlord thought he was angered by situation in general and asking a rhetorical question of both his officers but he was quite wrong. Knockout picked up his scanner quickly and moved toward Makeshift's side, glaring daggers at Soundwave the entire time. _Now this is interesting,_ he thought noting Knockout's seemingly genuine worry about a bot other than himself.

He however was not in the mood for any of this right now especially after the incident with the drones. He did not need this kind of infighting in addition to everything else he was dealing with. "Knockout," he said suggestively, "Remember MY priorities. I need my communications specialist more than I need the shifter." Neither of their injuries were life-threatening but he had a point to make. The medic understood but actually looked like he might refuse. Megatron lets his optics burn all the brighter and eventually he moved his attentions to Soundwave.

"Makeshift?" and the shifter looked at him, still just as blank. "What happened?" He did not receive an answer. Megatron growled and grabbed the mech by his neck cabling, lifting him up harshly. He did nothing to defend himself nor did he scrabble at the warlord's massive claw like most did when in a similar predicament. His optics did recover some of their usual luster but it was hardly the reaction he expected.

So lightly the warlord almost couldn't feel it, Soundwave laid one of his thin servos against Megatron's wrist. He looked at his loyal TIC and received a very concise data package; he had the situation under control and would inform Megatron later. He thought about demanding answers now but that didn't seem like it would have the desired outcome. It was better to wait for Soundwave's explanation because Makeshift seemed to be out of his processor.

He dropped the shifter on the ground with another growl and faced his TIC, curious about this entire situation. "I must first instruct Orion Pax on the duties he will be performing during his stay and then I will expect a full explanation of these and other recent events." Soundwave nodded just once and Megatron strolled out of the med bay even more tired than when he entered.

The nanoklick Megatron left Knockout returned to Makeshift's side, in the middle of scanning Soundwave's shoulder or not. The shifter was getting up slowly from where the warlord had dropped him unceremoniously and the medic helped him to a berth. When he was sitting comfortably, a cube a medical grade in servo, Knockout proceeded with internal scans.

It took only a few cycles for him to determine that the shifter's auto-repair nanites were out in full force and repairing him to the best of their ability. The external injuries were mostly cosmetic and all the wounds had been sealed off so the energon coating his frame was not newly flowing. There were no internal injuries present that he could identify and this appeared to be a case of the damage looking worse than it actually was. He was pleased to see the results of the scan considering the state he normally found Makeshift in.

Satisfied that his patient was in no immediate danger he relaxed and commed Breakdown. / Love, I need you in the med bay. /

/ What's wrong? / came an almost groggy reply as if Breakdown was just waking up.

/ Not an emergency so don't rush but you'll see when you get here. /

/ I'll be there in ten cycles. /

/ Okay. / Breakdown would love to see this, he knew, but he really needed his assistant because they were going to have to fabricate parts for the rest of the solarcycle. Makeshift was going to need a lot of new plating for his damaged wrist gauntlets and many of his spines would have to be replaced as well. Soundwave he was pretty sure was going to need his shoulder joint rebuilt and maybe even part of his undercarriage if the damage went deep enough. Speaking of…

Knockout finally went back to check on his injury, which was much worse than Makeshift's, even though he would have loved to let the spy sit there even longer. He started the scan again, the undercarriage turned out to be fine, but he confirmed that the joint would have to be completely rebuilt by servo. Soundwave's frame type would make the job a little easier though because the joint was much more disconnected from the arm and torso than most Cybertronians. He could actually remove it entirely, work on it in a much more comfortable setting, and then reattach it to his chassis and arm.

His first priority now was to stop the electrical burns that were charring the adjacent plating and causing an unpleasant odor in the vicinity of the TIC. He started encasing all the exposed wires using less finesse and more force than was necessary. He prodded around inside the wound, unmindful of the pain he was most definitely causing his patient. Soundwave however did not react in the slightest. "You're lucky Megatron needs you up and running or I would leave you like this." The spy turned his visor on Knockout but the medic didn't flinch certain he was justified in his anger.

"Knockout," he heard the quiet vocalization from across the room. Makeshift had apparently pieced back together some of his mental processes although he now looked a little flustered. His servos were flexing over and over and his optics kept flickering. "Knockout, it's not…" He seemed to be thinking about his words with more concentration than should be necessary. "I…" and he looked up at the medic, his faceplates filling out almost like Makeshift suddenly slipped back into his own frame. "I attacked him," he admitted finally.

"What?!"

"I attacked him so he…he is more deserving of the little appropriate bedside manner you have than I." He was dumbstruck at the disclosure, _what the frag happened?_ He was so used to Makeshift being the victim he never even stopped to consider that the shifter may have caused this somehow. He stared for a moment but then recognized that Makeshift was trying to be humorous.

"Ha. Ha. I've got great bedside manner. In fact, I think you get hurt on purpose just so you can come see me and my bedside manner."

"Keep dreaming oh doctor extraordinaire," he replied less sarcastically than usual.

"You're such a pain in the aft."

"So you keep telling me," came the quiet reply. He was still thinking heavily and clearly distracted but the medic's worry eased substantially after the byplay.

That was the moment in which Breakdown chose to enter the med bay, taking in the situation with an amused look, and then he asked Makeshift, "So who won?"

"Soundwave," he acknowledged without the slightest bit of embarrassment at having lost the fight like he claimed. Knockout saw the spy in question turn his visor on Makeshift and they just stared at each other, something obviously going on between them.

He decided to question the shifter later and instead turned back to his patient considerably less hostile than before. "Soundwave, I'm going to give you a sedative and then start rebuilding your shoulder. You will be out for around eight megacycles."

'Unacceptable,' flashed on his visor.

"Well I'm sorry I can't work any faster for you," he said in a snarky voice that clearly said he was not sorry in the least.

He waited for a response that came as, 'Assumption: Incorrect,' on his visor and then a clip of Megatron speaking from cycles before, "I will expect a full explanation."

"Fine." He pulled out another syringe from one of the med table's drawers and stuck it into the spy's shoulder area. "Local anesthetic nanites. If you insist on leaving, they will help alleviate the pain until you return. Just make sure you finish your business with Megatron and get back here within the next four megacycles." He went to a cabinet across the room and pulled out a cube of lavender medical grade energon. "And take this. I'm sure your auto-repair could use the help. I'll have everything ready by the time you return." He nodded once and then left the med bay, just as silently as always.

"So, you going to tell me what happened?" he asked as he glided back over to Makeshift's position.

"No."

"And why not?"

"It's…not important."

"Uh huh. Whatever." He went to his console and connected the scanner he had used to assess Makeshift's damages. The bio scan came alive on the screen and he overlaid it on top of the shifter's normal schematics. He used the interface to input several commands and the results for the exact fabrication scrolled down the monitor. He had noticed Makeshift watching him throughout his work and gave the other a smirk, "See. Now aren't you glad you came down and got those scans?" No reply other than an annoyed look. Knockout only laughed.

"Breakdown, start gathering the supplies we will need," he said to his lover who promptly moved into the back room to do as he had asked. "And you. Go get yourself cleaned up and then return in two megacycles. We'll have a few pieces ready by then." Makeshift nodded once and then left which struck Knockout as being oddly similar to how Soundwave had departed, almost a feeling of déjà vu coming over him. _Weird._

He slipped into the back room where Breakdown had already collected and stacked what they needed on the center desk top. His lover pulled him into an embrace and they locked lip plates immediately. Knockout let his glossa slip into his partner's mouth, leisurely stroking the appendage he found there. He relaxed into the kiss, a quiet sigh of absolute contentment escaping him as their lips continued to work gently against one another. Regardless of what was going on around them, Knockout always felt his life had become truly perfect since he had found Breakdown.

They parted slowly, neither wanting to let the other go, and Knockout gave his partner a lazy smile. He went to the table to survey the equipment and parts, assessing whether the collection was complete or if they were still missing pieces. Everything seemed to be in order so Knockout started on the spikes for Makeshift, the datapad to his right providing all the specifications he needed. Breakdown moved to the opposite side of the table and followed his lead.

There were a couple moments of silence and then Knockout asked, "So what do you think happened?"

Without missing a beat, Breakdown replied, "Lover's quarrel." Knockout looked up at him, their optics locked, and then they laughed.

* * *

Soundwave stopped by his quarters intent on scrubbing the energon from his plating and collecting Laserbeak from her surveillance flight. The nanoklick he stepped through the door he was bombarded by his worried symbiont. _What happened?_

He sent calming waves through both his field and their bond before responding. _Fight._

_With whom?_

_Makeshift._

There was a pause. _You feel weird._

_Affirmative._

_Why?_

_Uncertain. Soundwave: requested permission to court Makeshift._

There was another pause, this one longer than the last. _Did you ask to court before or after the fight?_

_Laserbeak: attempted humor unappreciated._

_Sorry. So you like him?_

_Uncertain. _

_If you don't like him then why would you court him?_

_Repeat: uncertain._

_Ok…you were always weird about this stuff._

_Soundwave: not weird. Fully knowledgeable on disadvantages of feelings._

_Master, everybot thinks you're weird._

_Irrelevant to Soundwave and conversation. _

_Fine, do you think he is attractive?_

_Makeshift: possesses attractive qualities. _

_I meant do you like his frame?_

It was Soundwave's turn to pause. _Laserbeak:_ _inappropriate line of questioning._

_So yes then?_

_Soundwave: to clean frame and report to bridge. Lord Megatron: requires debriefing. _He left his symbiont perched on the non-supportive beams that had been erected in his room. The shower took him longer than usual due to his inoperative arm but he managed well enough. He dried his plating by activating the vents and then moved to the mirror to examine the wound with his own optics.

The level of damage caused by the shifter with such an effective move was impressive. That battle itself had left Soundwave feeling charged up, having reminded him of his gladiator solarcycles before the war and he had not had a worthy opponent to spar with in 3 vorns. Makeshift was clearly a seasoned warrior and yet all the time in which Soundwave had known him he had never witnessed the other fight with his own optics before. He was quick, precise, and graceful in his movements like Soundwave but stronger of frame of which the spy was now keenly aware.

He had always viewed it as a waste, Megatron's decision not to utilize such an asset except for the shameful duty he had been given. Somehow though, Makeshift had thrown his full effort into that duty despite it being distasteful. It not only showed loyalty to his lord but a willingness to perform tasks for the cause even if he didn't want to. And the shifter had maintained his pride despite performing such lowly tasks for stellarcycles. He had not lied to Laserbeak before, Makeshift possessed many qualities that were attractive in a mate and the more time he spent with the other the longer that list became. Soundwave felt a pleasant heating to his frame.

Frame clean and nanites doing their job, he reentered the main room to find his symbiont waiting for him. _Want me to dock?_

_Affirmative._ Laserbeak docked herself which consisted of attaching firmly to his chestplate and initiating a hard line connection. Immediately the symbiont's consciousness became much more ingrained with his own. He received all the information from Laserbeak's surveillance and stored it away as there was nothing of interest. He in turn allowed his drone to have details on the fight and all his encounters with Makeshift he had previously kept to himself. He did not however allow his symbiont access to his thoughts or feelings on any of these occasions.

He left his quarters for the bridge and waited for Laserbeak's comments as he walked if there were to be any. Of course there were._ So do you think he will accept?_

_Soundwave: will not speculate._

_Well I hope he says yes._

_Query: why?_

_He compliments you in many ways._

_Query: how so?_

_Physically and personality wise. Your frames are similar in their general shape and the combined color scheme is appealing. He is thin but strong of frame like you and you are exactly the same height which makes for great optic contact when you are interfacing._

_Laserbeak!_ And he spat the word at her, an obvious show of his disapproval.

_Fine but it's true. Your frame temperature is elevated by the way. Were you thinking about him in the shower?_

_Laserbeak: inappropriate line of questioning. _He remarked for the second time in the last megacycle. What had gotten into his symbiont? She hadn't been this vocal and spirited in a very long time.

_So yes then? _She repeated her same response to the same question. _Anyways, he likes darkness and silence like you but he is livelier which you need._

_Soundwave: needs Laserbeak only._

_You were happier before we were alone. _The mood in their collective field immediately shifted. There was another pause but this one was from both of them as their shared pain flickered through the bond._ I miss them._

_Soundwave: agrees._

_We wouldn't be alone anymore and maybe you two will even bond._

_Laserbeak: thinks too far ahead. Soundwave: yet to receive answer from intended._ They arrived on the bridge and Soundwave blocked their communication link for now so he could focus on the situation at servo not that Laserbeak was likely to distract him. The symbiont knew when it was time to stop idle chatter and focus on work.

Megatron was already waiting for him, servos clasped behind his back in his signature pose, and field pulled in tighter than usual. His lord regarded him for a moment and then gave a curt nod. He had already assembled the data package necessary for this transfer, a detailed account of everything that happened in his absence. Megatron reviewed the information and he waited patiently for the warlord's response. He didn't comment on any of the information but instead moved on to other business. "It seems we have successfully achieved control of Orion's spark. Now…to put his mind to work. Have you sanitized the data core?"

He had managed to do it during the brief access he had had to the console in Makeshift's room and gave one nod to indicate the completion of the assignment. "Excellent. Our new archivist will need unlimited access to our files. It would be counterproductive for him to stumble upon any…sensitive information." Megatron only paused for a nanoklick and then went straight into another topic about which he was apparently highly intrigued. "Now explain to me the Makeshift situation."

Along with compiling the data for the previous package, Soundwave had prepared the information he would share about his situation with Makeshift. It was too early to approach Megatron on the subject of a relationship which he had strictly forbidden of his officers. If the courting was accepted, completed with both parties content, and a true relationship to be formed as a result then he would ask Megatron to make an exception. He had calculated an 87.4% chance of being allowed to take Makeshift as his mate if it got that far.

Now that Megatron had been completely informed on the situation between him and Airachnid the following information would make sense. He sent the package that his intention had been to monitor Makeshift in case Airachnid tried to defy Lord Megatron's orders again by breaking the rules of their engagements. He had surmised this was probable based on the similar initiating circumstances between her recent humiliation and Lord Megatron's scolding that prompted the first attack.

He had been correct and had hid Makeshift in an effort to prevent any unnecessary damage to the shifter. In that time, Makeshift experienced a bout of emotional turmoil and needed to release some aggression which he did by destroying parts of his quarters. Soundwave was confident he could provide release to the other without being severely damaged in the process. He decreed it necessary to prevent any further damage sustained by the ship and that the shifter had a suitable target so he would not have found another.

"Hmm, I would not have approved your methods but you are certain that it has worked? We do not need to expect any further issues from Makeshift?"

Another of his famous nods.

"Fine. The shifter shall remain unpunished but up your surveillance of his movements." Megatron paused as if something had just occurred to him. "Do you know anything about a relationship between Makeshift and two drones?"

His silence was very telling, no he was not aware and that was unacceptable. "I am assuming one is the cleaning drone he has been assigned but there has been an occurrence that suggests he has become…involved with another more recently." Soundwave would have to review the solarcycle's logs to find out about this…occurrence Megatron spoke of. He would do that right after this meeting which seemed to be coming to a close as his lord busied himself inside his own processor. "Excellent work Soundwave. You are dismissed."

He left the bridge and moved swiftly toward his own quarters where he would review the footage of the Nemesis. Makeshift was free of surveillance while inside his quarters but Soundwave still should have known about another drone visiting him. He restored communication capabilities between himself and his symbiont on instinct, which resulted in an immediate accusing tone, _what does he mean relationship with two drones?_

_Laserbeak: do not speculate._

_So the mech you're courting is fragging around with multiple drones?"_

_Laserbeak: desist immediately. _The drone fell silent after that command but Soundwave could still feel all the emotions she was running through; betrayal, hurt, loss. None of the emotions were logical because Makeshift hadn't even accepted his intentions yet but it seemed as though Laserbeak was not only hoping but certain Makeshift would say yes.

Inside his quarters, Laserbeak detached herself immediately and flew over to the console to perch. Soundwave moved himself to the station as well and went through the surveillance records. It took him 4 cycles and 2 nanoklicks to find the confrontation between the drones and Lord Megatron's figure behind the corner adjacent the soldiers. Soundwave recognized that the vehicons were using the designation 'Pet' as a derogatory nick-designation due to the drone's current function and his numerical code. Soundwave had already been aware of the cleaning drone and its reprogramming which had probably left the other drones to speculate on his current duties. All the details were highly suggestive of what the vehicons implied but Soundwave knew information that they did not, which negated the implication.

That was however until they mentioned the other drone, which was another eradicon designated Steve. This drone was unknown to him nor was he aware of any established relationship between another drone and Makeshift in accordance with his duties. And it was obviously not an order imposed by their lord. He pulled up the image of the drone from Makeshift's wash racks and compared it to the cleaning drone, they were not the same if their imperfections were an accurate indication. The drone had been feeling an unusual amount of emotions toward Makeshift that solarcycle.

Soundwave had felt the brief glimmer of hope from Laserbeak which had somersaulted back into the other emotions when they learned of Steve. When he felt the anger seep in, another illogical emotion, he lifted his only functioning arm to smooth his tiny servo along her backplates. He soothed the tech-animal with leisurely strokes until he received a query issued in a much calmer tone. _Why are you not angry?_

_Relationship: still uncertain. Soundwave: will ask Makeshift directly. Relationship: exists? Prior to proposal._ _Anger illogical._

_I suppose. Can I come when you go?_

_Negative._

_Why?_

_Laserbeak: already attached. Soundwave: spare pain in case denied._

_Are you going to go over there now?_

_Negative. Soundwave: requires repairs. Destination: medical bay._

* * *

Makeshift hadn't let his mind wander for a nanoklick since he had regained himself in the med bay. His options seemed so easy. He desired Soundwave, more than any bot he ever had before, and now Soundwave had opened the door for a relationship between them. He should accept, but it wasn't as simple as that. There were so many questions he needed answered before he could even consider the proposal. Trying to decipher anything about this situation or Soundwave would only give him a processor-ache.

So no, he couldn't dwell on any of this right now. Instead he had returned to his quarters, bathed as he was instructed, and then returned to the med bay exactly two megacycles later. Knockout was still in the back room with Breakdown fabricating parts when he arrived. The two were in a great mood, apparently they had been able to get more work done then they had assumed they would in the given amount of time. Knockout would begin the procedures to repair him while Breakdown continued to create the remaining pieces. If all went well, Breakdown would be finished by the time Knockout was ready to replace the last few spines. Knockout administered a sedative with pain killer and Makeshift faded out.

…

When he returned online, his internal chronometer reported that roughly two megacycles had passed. His processor functions returned in waves and he remained groggy for awhile as the last of the sedative was being used up. Knockout helped him sit up and he swayed a bit before he steadied himself enough to scrutinize the medic's work. His wrist armor was perfectly fit to his frame and still warm from the welds, which Knockout was currently checking for precision. Apparently they were up to his standards and he coated each one with a nanite gel to facilitate the replacement of the earth metal with cybertronium. He reached up to feel for his new shoulder spike and found it to still be missing. "What…"

"Breakdown is almost done with it. I'll apply a local anesthetic to connect it instead of putting you out again. Shouldn't take long."

"Thanks Doc."

Knockout waved his servo half-sparkedly. "Just try to remain in one piece for at least a decacycle this time."

The door to the med bay slid open and Makeshift was surprised to see Zero walking in with fresh damage. Particularly because part of his interface panel had been damaged like some bot had tried to tear it off. There was a large amount of scuffing around the area and on his chestplate. One of the wingplates along his back was broken and the other bent awkwardly to one side. "What do you want drone?" Knockout asked without even looking at Zero for more than an astrosecond.

"Officer Knockout. I know we are not allowed detailing but I would beg of your assistance given the location of my paint disruptions."

Knockout finally looked at him then and then scoffed, "Look. I have priority patients right now. Come back later and I will fix your wings. If you let yourself get in such a condition from fragging other bots then it's your problem. You drones should stop screwing everything that moves. The bearings you have to come to me complaining about your paint. Worse than me and Breakdown," he mumbled while turning back toward Makeshift. He missed the dejected look on Zero's faceplates. Something was wrong. He opened a private comm. link to the drone. / What happened? /

The drone noticeably startled and shifted his gaze from the floor to Makeshift. / Nothing important. Sir. /

/ I shall decide what is important. /

/ Some other drones tried to forcefully interface with me. /

/ Why? I thought you drones all got along. /

/ They were vehicons sir. The drones have a hierarchy just as the officers do. Eradicons like myself are on top, then vehicons, and then miners. There is some resentment across the ranks. We are Decepticons after all. /

/ Fine, but why you? /

/ I do not understand sir. /

/ You are one eradicon of many and I do not believe that it is coincidental. /

/ You are correct sir. They believe I am your berth toy or pet as they enjoy calling me. /

/ You have not sustained similar injuries before unless you have hidden them somehow which I doubt. Why now? /

/ The word of your encounters with Steve has spread sir. No one knows any details but there are many rumors. Putting that together with my duties, they assume you are taking eradicons to your berth. /

The fact that others knew of his relationship with Steve was the last thing he wanted to hear right now. He did not need any further complications in his life. / So the vehicons are what, jealous? /

/ I am not certain but it would seem so. /

Makeshift was going to reply but he realized that Knockout had been trying to get his attention, for how long he could only guess. "So what was that about?" he asked while moving his digits between Zero and Makeshift. "And don't try lying. I could feel the encryption waves."

"Knockout, he is my personal drone."

"The one you told me about?"

"Yes. I would like him fully repaired, the damage was not his fault. I would not have him seen in such a condition either or the rumors of what he endures at my servo will spread."

"Well then. Take a seat drone and prepare yourself for a long wait."

"Thank you Officer Knockout. Officer Makeshift." The medic focused on him once again and injected the nanites he had been holding. The effect was instantaneous. Makeshift lost all feeling in his right shoulder and down his arm as the nanites swept through the area, shorting out all the sensor clusters for the time being. As his own nanites destroyed the invaders his sensors would regain their function and the feeling in his arm would return.

Breakdown came out and handed him the newly constructed spike. His optics landed on Makeshift and then he threw a glance toward Knockout who was already looking at him. Something passed between them and they were obviously trying not to laugh at whatever it was. Makeshift was highly suspicious that he was the aft of this joke but he didn't comment.

Knockout made quick work of the welding and he was finished in less than fifteen cycles. "Well that's it. You can go now." He hoped off the table and went for the exit as Soundwave came through the door. His field pulled in on instinct and he couldn't help the heat that was steadily but rapidly building within his frame the nanoklick he saw the other. Soundwave looked at him briefly and then at Zero. The spy seemed to be surveying his surroundings as he usually did but Makeshift couldn't help but feel like he had focused on Zero for longer than was necessary. _My imagination._

He stepped to the side and allowed his superior officer to pass by before heading down the hall toward the lift. At this point, his attempt to refrain from thinking about Soundwave and the situation crumbled. He didn't know what to think or say or do, it was all happening so fast. One nanoklick he was in a rage trying to offline Soundwave and the next he was being asked to be courted. None of it made any sense, just one more thing in the long list that didn't make sense about the TIC. But the fact remained that Soundwave was still expecting an answer and he didn't have one. Of course he wanted this but wanting something and having something were two totally different things. What would this mean for his situation and his duties? What would Lord Megatron do if he found out? Was this all really Lord Megatron's doing? Soundwave was beyond loyal, Makeshift couldn't believe he would intentionally keep their lord in the dark. Did Megatron already know and approve this? What did that mean for his sessions with Airachnid?

And a harder question yet, what to do about Steve? Inevitably their false relationship would end anyways but it had barely begun. Steve would be hurt he was sure and why did that bother him? All of the questions just made him feel tired and the emotional shifts were taking their toll. He grew wary the longer the solarcycle dragged on, nanoklicks ticking away slowly as he followed his chronometer's progress. It was only when he admitted to himself that he would have to confront Soundwave again was he able to put his thoughts and those horrid unanswerable questions at bay.

There was one thing he did know for certain, he had to expect nothing from the other. It would be easier that way, easier to forget any of this should it all be some sort of lie.

It was many megacycles later and well into the night half of the solarcycle when the expected ping came from his door. He anticipated to be feeling a jumble of emotions about this moment but realistically he just felt tired. He opened the door to find Soundwave standing in the center of the hallway just as unreadable as he always was. Makeshift moved away, farther into his quarters knowing the spy would follow and close the door behind him. He kept going into the wash racks not allowing his optics to linger on any of the damage he had caused in his loss of control. He would have to comm. Zero to come by later and do what he could to clean the room. After which he would have to enlist a few maintenance drones to replace what he had destroyed; the solvent dispenser, mirror, and glass partition.

When they were inside his quarters, he immediately went for his energon cupboard but gave a sidelong glance at his secondary cupboard where he had four sealed bottles of home-brewed shifter high grade. He shook his helm gently to rid himself of unwanted thoughts and then pulled out a cube of normal mid-grade for himself and one for Soundwave. He handed it over to the spy who took it without question and set it down on the table next to the couch. Makeshift moved across the room to lean against the wall facing slightly away from his guest. His faceplates were contorted into a faraway expression as he asked absentmindedly, "Where is Laserbeak?" and then adjusted so he could see the answer.

'Away,' flashed on the visor.

He turned away again, staring at nothing, and said quietly, "I have many questions which you will just not answer." Such was the way of things with the spy, his thoughts and feelings if he even had any were his own.

His audios picked up the barest of sounds as the TIC made his way over to where he was standing. He stopped closer than normal but not enough to be invading his space and waited patiently. Makeshift faced him, lifting his helm to meet the other's visor with his dull white optics. In that moment, his world narrowed down to just this mech standing before him, just Soundwave. Soundwave who was loyal to a fault, more patient than any mech he had ever known, and a perfect calm to his raging storm. The perfect calm of a perfect mech, which he could no longer forget. No longer deny how beautiful he was, how smoothly and quickly his own frame burned in pleasure just from thinking his name. Soundwave who was issuing this offer to court him. To prove himself worthy of Makeshift's attentions and receive the proof in return.

What did he want? He wanted Soundwave but not only that, he wanted somebot to want him. Soundwave was offering him that. Was offering him something he had never come close to having but had always longed for. He had never been a cowardly mech so why did he pause now, why was he afraid to take what was being offered so willingly?

Because…

Because somewhere in his many long vorns he had convinced himself he could never have this. He was still convinced and that wouldn't change easily. So many thoughts pervaded his processor: What was Soundwave's reason behind this? Was it genuine? Why would he court a bot that tried to kill him? Was this really Megatron's doing? Would this just make everything worse in the end when Soundwave severed ties with him which almost seemed to be the inevitable outcome? Never once did he think that maybe Soundwave had made this offer because he truly wanted Makeshift.

He stared at Soundwave and the silent mech stared back. The visor was a faceless mask, an expressionless mirror that gave away nothing. And yet, Makeshift felt something while staring into that blank mask, a feeling deep inside him that longed for something. Something that caused him to reach out and with the lightest of touches, his digit tips grazed the spy's chestplate.

And that touch redefined his world.

It was electrifying while calming. It was painful yet pleasurable. Perfect and yet wrong. Everything about it said no, no, no, but his frame screamed yes, yes, yes! So many emotions filled him, thoughts assaulting his processor. So many questions, so many things he needed to know but the only thing he could think was, _I want this. I want him. I want Soundwave._

He looked at his servo, light gray against the darker chestplate. It was a beautiful contrast but only a light one, their colors actually complimenting each other's. They just seemed to fit together, two pieces of a larger whole that Makeshift wanted to create. He trailed his servo down that perfect chestplate and it wasn't Soundwave but Makeshift himself that shuddered at the contact.

He pulled his servo back clenching and unclenching it as he went to sit on the couch, the spy's visor following his movements. "What about Megatron's ban?" Data burst, Soundwave would handle Megatron if they got that far. "What about my orders?" Data burst, continue for now. No Airachnid. He didn't quite understand what was meant by that. Was Soundwave going to do something so he wouldn't have to see her anymore or was he supposed to deny her when she next asked? He sighed in apparent frustration at not knowing the TIC's full intentions but it dwindled at the end to just sound neutral. "So how does this work?"

'Define parameters of question,' scrolled across his visor.

"Courtship?" Data burst, curiosity at his recognition of the recording of a shifter asking to court and yet no apparent knowledge of courtship.

"I had heard it before but I was only a few stellarcycles out of my mechlinghood when the war started. Life changed drastically afterwards and there were many things I never learned about my own society or others." Data burst, Soundwave would initiate courtship. If courtship is well-received then Makeshift will reciprocate. The faster the reciprocation, the more appreciated the gestures and the stronger the intention. Purpose of courtship is to assess compatibility for long-term relationship.

The mechanics of it didn't seem all that complicated but just what did one do during courtship? He would have to take his lead from Soundwave because he was at a loss. "But what do we actually do?" he asked giving voice to his previous thought.

'Research.'

_Research, what the frag does that mean?_ But thinking about it, he recognized that Soundwave wasn't going to tell him. Courtship served many purposes which all related to assessing your potential mate. You basically have to prove you are worth the time, worth the effort. Everybot looked for something different, assessed their intended using different criteria. He wasn't sure what Soundwave was looking for or whether he had it but he did know that the spy wasn't going to give him the answers. Makeshift had already proven himself somehow to gain the mech's attention and now his first task should he accept was to prove himself further by figuring out how to woo Soundwave in return.

Maybe he would consult the data core and the human internet. Maybe Knockout and Breakdown had courted each other before they became lovers, although that seemed highly unlikely. _They probably hopped into the berth the first night they met._ He kept telling himself he hadn't decided yet but he was already going through his options for research. What was the point in denying anything any longer? There wasn't one. But… he could never go back to the way things were if he said yes…

_No more thinking._

"Soundwave…I accept."

He gave a short nod but printed, 'Query first.' He didn't give Makeshift time to answer before he went to the console and pulled up footage from earlier in the solarcycle. The shifter realized quickly that he was watching what had happened to Zero, the conversation he had had with the drone cycling in his mind. Soundwave paused the recording after the vehicons called him Pet. Just the word, "Pet," played from Soundwave's speakers and then a question mark.

"VH-00P3T is my cleaning drone."

'Affirmative.'

"He prefers to be called Zero."

"Zero," his own voice said back to him. 'Relationship to Makeshift?'

"I told you he is my cleaning drone." Makeshift grasped then what Soundwave was really asking. "I don't interface with him if that is what you are asking," he said in a slightly irritated voice knowing full well that that was exactly what Soundwave was asking.

Nod. He allowed the recording to continue to fruition and then, "Steve," came the drone's voice from the clip, playing out of Soundwave's speakers and sounding accusatory simply because of Makeshift's own guilt creeping in. 'Relationship to Makeshift?' And his irritation from earlier was long gone because he understood the situation. Makeshift had accepted his intention and yet he was still technically performing for Steve. Soundwave had told him to continue with his duties but that was because they were Lord Megatron's orders. Steve however was not part of those orders, he was a drone Makeshift had in effect took pity on.

And now he wasn't certain that had been a good idea. What did Soundwave think of him for interfacing with a drone? As much as he worried about what it meant, he told the truth, "I interface…with Steve."

'?'

_How to word this?_ "The drones interface with each other and most are content with that. Steve though, he likes one of the officers, a bot he can never have. I guess I felt bad for him."

Soundwave didn't respond immediately but eventually he heard something that gave him a flash of hope, 'Makeshift wants Soundwave?'

"Yes," he admitted out loud not only to Soundwave but finally, finally to himself.

'Terminate relationship with Steve.'

He nodded to confirm that he understood what Soundwave wanted. Already his processor was rolling over with thoughts on how he would break the news to Steve. He felt bad truly but he could no longer suppress his growing contentment at the situation such that it was causing his field to expand against his will. His lip plates kept hitching at the corners in an attempt of a grin that he kept smothering.

His sessions were over.

His sessions were really over. Sure Soundwave had said to continue, but there were no other bots that he was entertaining right now besides Airachnid and Steve. He was free. The twisted affairs he had maintained for so long were finally over and he could let them go. He could let them go because he had the one thing he craved more than anything else. Soundwave had given it to him. Soundwave, the stoic spy that cared for no bot, wanted him.

Some part of him still couldn't believe it, couldn't fathom how this had happened. Still believed that Soundwave would reject him eventually or this was somehow orchestrated by Megatron.

But he had accepted…so it didn't matter anymore.

He needed to get up and move because he couldn't quell the energy that was rushing through his circuits. His energon was pumping faster and his spark temperature was rising but it all felt so good. He was elated in a way he had never been, it wasn't joy, not yet, but it could be. He could see himself being truly happy with Soundwave if everything went well and that thought made him feel strange. He didn't understand these feelings but they were nothing like anything he had ever experienced before and they were…perfect.

His furious pacing faltered when he saw the TIC heading for the wash racks and presumably the exit. "You're leaving…already." It came out weak and hesitant, his confidence gone all of a sudden and he hated it. He normally exuded confidence, which was part of his charm, so why had this situation stripped him of that?

The answer was simple enough when he allowed himself to acknowledge it.

He couldn't be confident in this situation because he wasn't. He had every fear that this would all go wrong. It stemmed from his poor self-perception which was a reflection of the way others had viewed him for vorns. He was confident in his own frame when it came to his flawless performance at his work. He was confident in his rank, his prowess on the battlefield, and his ability to be a loyal Decepticon soldier.

…but not as a lover. He was confident in the berth, knowing from past experience that he was a very good lover, but only when he was in a different frame. No bot had ever found him attractive and although he knew his frame was perfect for a shifter, he had let others ruin his self-image.

He forgot everything when he noticed that Soundwave had approached him during his moment of distraction. The reticent spy was standing very close now, closer than he had been the previous time. Makeshift's intaking went shallow, his body heating up and his field thrumming with his oncoming excitation. He watched as the mech lifted one servo and placed it ever so gently against his chestplate, the mirror of what he had done earlier. He thought again of the beautiful contrast between them and yet how good their coloring went together. That servo mirrored his other action, sliding down his chestplate, and once again it was Makeshift who shivered in pleasure.

He looked at Soundwave and he stared right back, so much being said between them without either of them ever saying anything. Eventually, 'Tomorrow,' flashed and Soundwave left.

Makeshift gazed at his retreating form and long after he had left he still looked at the doorway. He tore his gaze away after many, many cycles, the image still burned into his processor, and headed for his berth. His spark fluttered as his field flickered with a growing excitement. The message had been oh so clear…

The courtship started tomorrow.

* * *

**Two things,**

**1) I write in a style that's pretty close to real time. I don't jump from event to event like episodes, I write more like you would find in novels. I follow the characters through their day to days. We see their thoughts, feelings, happenings, and I create my own behind the scenes that you don't see in the episodes. I hope you didn't feel like this chapter was boring as I recognize not a lot of huge things happened but that's just how I like to write.**

**2) Related to behind the scenes. I'm very rarely going to include sections of dialogue or summaries from the episodes but when they fit in perfectly I will as in this chapter. **


	7. Soothe Me

**Thank you everyone who has read and/or commented. I love hearing your thoughts. Keep it up and I shall reward you with more chapters. Cheers for that, right?! (Hopefully:)**

**So… I gave Soundwave a breed. Hey, if we can have seekers and shifters and whatever the frag Megsy is, then I can have this. I do what I want.**

**Chapter Warning-**Violence, robot gore, language

* * *

**Chapter 7- Soothe Me**

* * *

_So…?_

_Laserbeak: elaborate._

_What happened?_

_Repeat: elaborate._

_Master you know what I mean!_

_Affirmative. Laserbeak: be explicit. Excitement: insufficient excuse to forget training._

_Rrrgh. Did he say yes? Are you courting him?_

_Affirmative._ Soundwave felt an intense spike of pleasure from his symbiont as she took flight and circled the room, over and over. He was pleased that she was taking such joy from this moment but he was not enthusiastic about the situation and she started to pick up on that.

When she settled back down fully he could feel the pleasure ebbing and a slightly saddened curiosity forming. _Master, why are you not happy?_

_Soundwave: refrains. Courtship: lengthy. Likely outcome: incompatible._

_You haven't even started yet! It doesn't have to be a lengthy process either. You just make it complicated._

_Laserbeak: disrespectful. Soundwave: prefers caution_.

She calmed down a bit and replied in a much more resigned, deferential tone. _I know you aren't the impulsive type. Why is it likely that you are incompatible?_

_Soundwave: criteria. Makeshift: criteria. Likelihood of sufficiently matching criteria: 45.4%. _But that was only considering their personalities and what he was feeling from Makeshift every time they were together.

What almost guaranteed this would not work was that they were two different breeds. The idiosyncrasies of their respective breeds were mismatched and their coding only had a 12.6% likelihood of being accepted by each other's frames. Soundwave would not maintain a relationship with somebot he couldn't potentially bond with. And he wouldn't know that until, if ever, they tried to spark merge. Which meant they could be together, potentially content, for some time before it was certain whether their relationship had been inconceivable from the start.

He had never tried nor had any urge to try to start a relationship with some bot in a sexual manner. He had interfaced plenty of times partly out of curiosity and partly because every mech needed a release at some point. Those had been cold, calculated affairs. He picked a bot sometimes at random to use for a night and he was gone before they ever onlined.

Never before had he wanted to maintain a relationship with another and for good reasons. Other bots were a threat to his only remaining symbiont and she was more important to him than any other ever could be. He also found feelings to just be dangerous. They provided others with a way to damage you and pain of the spark was often worse than pain of the frame. Something about Makeshift made him feel for the first time in vorns and that wasn't something he appreciated. He would have preferred to remain alone until this war was over if not forever.

_Master, you have moved from neutral to decidedly unhappy. What are you thinking?_

_Feelings: unwelcome. Relationship: undesirable._

_Why?_

_Inevitable outcome: pain._

_Why are you so sure this isn't going to work?_

_Makeshift: Shifter. Soundwave: Cnidactiner. Expected result: possibly compatible of mind. Definitely incompatible of frame and coding._

_If that is what you think then why did you ask?_ Soundwave didn't have time to process the question before she supplied the supposed answer. _Because you desire him. All of him. Whatever you have seen, you like and that is why you feel different. Why you are feeling anything at all. _He disapproved of her bold statements and denied their legitimacy with a wave of skepticism. _Master, I was your first. I have been with you through enough acquisitions to know when you covet somebot._

_Previous acquisitions: symbionts. Different._

_It's different and yet it is the same. _She supplied him with a data flux that relayed her desire to end this topic and he respected her wishes. She was not through with the conversation itself though. _So when will I get to spend time with him?_

_Laserbeak: information unknown. Decepticons: think mindless drone. _

_But master he is not just some other Decepticon. Please?_

_Laserbeak: behavior unbecoming. Situation: remains unchanged. Relationship: furthers? Soundwave: reconsiders. _She was well aware that he did not tolerate whining, complaining, or sulking. Why his symbiont was acting so out of character was beyond him. She did not share his almost completely emotionless demeanor, none of his symbionts had, but she was usually more reserved than this.

_Yes master._

_Soundwave: to recharge._ He laid down on his berth, allowing his limbs to stretch out to their fullest, his tensioners recalibrated and joints realigned. Shuttering his optics, he lowered the light levels in the room, closed the automatic panels over the windows using his data uplink with the Nemesis, and enjoyed the silence.

_Master?_ The tone was almost hesitant through the bond, her intentions becoming immediately clear to him. She was about to ask for something she seldom ever did anymore.

_Acknowledged._

_May I sleep docked tonight?_

_Query: why?_

_Our conversations have stirred up old memories. _

It would be best for them both if she didn't of which his symbiont was well aware. Emotional turmoil more easily overtook the processor in power down mode and would manifest itself through dream sequences. The hardline connection that was established through docking would have them sharing each other's dreams. Soundwave could not stop them because he never fully shut himself down. He didn't trust his frame's safety to anybot in any situation, even while aboard the Nemesis. It was also logical as he could maintain his uplink even while recharging and therefore never miss anything that he needed to know about.

_Negative. _And this time she behaved. There was no whining or pleading, she merely found a perch to rest on and remained quiet. She could not however control the sadness that had overtaken her field and the hurt he had caused her. As emotionless as he most often was, his symbionts had always been his weakness. Which was the main reason he would not reveal Laserbeak to anybot unless he was positive. As of right now, Megatron was the only one who knew Laserbeak's true intelligence and Soundwave was pleased to see that the warlord treated his symbiont respectfully. As far as he knew there were no other bots left alive on either side that had information regarding a Cnidactiner/Symbiont relationship except Optimus Prime and maybe the Autobot medic, Ratchet.

_Affirmative._ It took her a moment before she realized what he meant. There was no response but the bond felt lighter as she flew toward him which indicated her slightly elevated emotional state than from before his affirmation. He expanded his chest armor to allow her to dock but she landed on his chest instead. Gently, she nuzzled his collar plating in a rare display of her affection for him.

_Master, I don't want you to be alone anymore._

_Laserbeak: dock and recharge. _The comment was soothing not reproachful and she immediately followed his gentle command. The bond became softer and softer as he smoothed his servo down her tiny body until she finally drifted into recharge with Soundwave not far behind.

XXXXXXX**DreamSequence**XXXXXXX

…soft-sparked, foolish Autobot," Soundwave heard Rumble shouting excitedly from down the hall, most likely at his brother.

Sure enough, Frenzy's voice joined in, "He obviously had some cogs loose to think he could take us alone." His twins continued to take potshots at the Autobots back and forth as they came into his viewing range.

They were walking side by side, perfect mirrors of each other, as they headed toward him. Unlike his other symbionts, they had bipedal root modes and they transformed into high-powered canons that attached to his shoulders. Rumble's protoform was bright white where Frenzy's was pure black. Their overlaid outer armor was an intense red, which matched their visored optics and their luminescent circuitry. The only other color that graced their frames was the purple Decepticon sigil branded on their chestplates and shoulders.

Soundwave watched them move, over-confidence clear in the fact that they were not surveying their surroundings, and found himself disappointed. They had only been with him a vorn and a half, much less time than Laserbeak or Ravage but he had taught them better than that. His twins were young, impressionable, and impulsive, everything he was not, but they had spunk and were incredibly smart. They were also one eighth his size, which was extremely helpful for repairs and why he had taught them engineering skills.

The traded chatter finally stopped when they saw him working on the control panel a few meters away. "Boss, guess what?!" and they both jogged toward him, fields snapping outward.

_Frenzy, Rumble: restraint. Communications array on north side requires repairs._

"But Boss," interjected Rumble, "Guess what?!"

_Query: what? _He said in annoyance and a hint for them to hurry up.

"We slagged an Autobot."

"Yeah, got him real good. Made the floor cave out underneath him and then Frenzy drove a pole through his spark. You should have seen his face!"

_Report to north side. Emergency. _

"Ah boss, aren't you proud of us?" They were so excited he couldn't separate himself from their emotions, their feelings kept overriding his own both through their fields and the bond.

_Affirmative. Now Go. _They each gave him a genuine smile, hugged his legs, and then scampered off, shoving each other as they ran. He couldn't help himself, his lips twitched in a half-sparked grin at their enthusiasm and then he sighed. _Ravage?_

_Yeah boss?_ He replied as he stretched lazily inside Soundwave as only a feline truly could. The communications specialist shifted his backplates and let the tech-animal jump down. The cyber-cat was the perfect soldier when it came to stealth. His body was two shades of grey, one light and one dark, the perfect contrast to enable him to disappear. Silent in his movements and lithe of frame, he performed the espionage Soundwave couldn't and any surveillance that wasn't able to be done from the air.

_Go with Twins. Surveillance. Autobot incursion close._

_Right. Mechling detail. _And he was gone in mere nanoklicks, moving gracefully down the hall with long, bounding strides.

_Master should I go as well?_

_Negative. Twins, Ravage: sufficient._

_Want me to dock?_

_Negative. _Soundwave released his feelers so they could slide farther into the ruined console and reach the damaged circuitry he needed to work with. His tendrils wrapped around encased wires and started the high-voltage connection. The console was outwardly slagged but the internal circuitry was mostly intact except for a few places that he had to bypass by rerouting the current flow.

Cycles passed and he continued diligently with his work, maintaining constant contact with his distant symbionts. Ravage remained ever watchful while Frenzy slipped into the array to reconnect some loosened wires and Rumble worked the controls. His symbionts were more capable than most of the useless foot soldiers Megatron had found to be cannon fodder. His group was the most efficient asset Megatron possessed and Soundwave prided himself on his superiority.

Five more cycles and the control panel was done so he retracted his feelers, the lingering static feeling pleasant as they were encased within his frame. He started down the hallway in the direction his symbionts had gone, Laserbeak surveying ahead, when he received an encrypted transmission. / Boss. We finished. We are heading back now. /

/ Acknowledged. /

/ Boss why did you send Ravage to sparklingsit us? / inquired Frenzy in mock annoyance.

/ Because you two troublemakers need a sitter. / the tech-animal in question chimed in. Soundwave got the sense that Ravage bumped the black twin in a playful manner, which was uncharacteristic of him, while Rumble moved ahead of them.

/ Boss are you going to le… / and the transmission turned into a buzzing static as an explosion rocked the ship. Laserbeak screeched in agony and dropped out of the air landing roughly with a loud metallic clank. Her body began convulsing against the ground but there was nothing he could do as he too was busy fighting his own body. The pain was blinding, his thin servo immediately moved to clutch his chestplate directly above his whirling spark.

Soundwave felt everything. He felt Ravage and Frenzy as they were snuffed out almost instantly, their minds coalesced with his one nanoklick and then gone the next, only a pain-filled hole inside of him where their consciences used to be. He felt Rumble as the explosion scorched his frame and pain shot through him in repeating waves. He was hurt, hurt badly and Soundwave's spark struggled to maintain the connection, which had been so effortless only nanoklicks before, between himself and his dying symbiont. The ebb in his spark signature was telling and the bond faded and reignited as Rumble fought to stay online.

Soundwave scooped up Laserbeak and rushed toward him faster than he had ever moved before but somehow he knew it wouldn't be fast enough. Rumble was crying out for Frenzy, he was in so much pain. Pain of the frame and the mind and the spark. He screamed his suffering wordlessly across the bond, agonizing shudders racked his spark as he tried desperately to reach his twin. But Frenzy was gone.

He reached out to Ravage next, comming him over and over but there was no response. Rumble was only causing himself, Laserbeak, and Soundwave more pain by refusing to let go but how could he? He had just lost his spark twin, his second half. His mind, body, and spark were alone for the first time in his existence and he couldn't understand it. He wanted the comfort that was his brother and Ravage who had always been the young twins' silent support.

/ Soundwave! / He cried over the comm. links, the first time he had ever said his designation, and the spy was tormented by that sound. That's when he knew, knew that he was going to lose Rumble in addition to everything else he had lost in that moment.

And Rumble knew it too. / Boss. I'm sorry. I'm…sorry. /

Only moments before he had been annoyed with him and now all he wanted was his symbiont safe in his arms. / Rumble: perseverate. Soundwave: en route. /

/ Bossss… I…/ Static. The bond stuttered again. / We…we lll…love you. / And the pain lanced through him.

Rumble was gone.

Laserbeak was moaning over the links and the bond / _They're gone. They're gone. They're gone... _/ Soundwave couldn't think, couldn't process data as he helplessly moved toward his symbionts, his spark feeling like it was going to implode. The pain kept shooting through him, his spark throwing out tendrils and bands in search of the others that should be there. His comm. link kept trying to establish a connection even though he knew it was inevitable.

He reached the area and saw the devastation that had been caused by an apparent bomb. The walls were blown outward and the floor abruptly dropped off fifteen meters from where he stood. There were piles of shrapnel, circuitry, and metal plating littered one on top of another completely covering the floor.

And then he saw them…

Autobots, and from the look of the detonator they held, the ones responsible for this. His only processing thoughts were of fear for his remaining symbiont. He accessed his Cnidactiner core programming and used it to override his symbiont's free processing capabilities turning her into a true drone for the moment. With her processor shut down, the added pain and distraction she had been causing him disappeared and he could think. He initiated both their docking protocols and when he was sure she was safe, turned to face his enemies.

There were three of them, one primarily green, one yellow, and one that was two-toned blue, all grounders. They started firing on him and he moved out of the way of every blast, his battle protocols taking full control. Realizing that they weren't going to be able to hit him they rushed forward and he prepared himself for the impact. Soundwave danced around evading blows, blocking with his arm plates, and slashing at their frames whenever there was an opening. He was landing every blow he attempted while they continued to miss and he felt them grow more and more frustrated. Three against one was not good odds but his wrath was stronger than his sense in that moment.

The green one lunged forward and he grabbed the bots extended arm and threw him into the yellow one at full strength. They crumpled to the ground in a tangled heap, which left only the blue one on his pedes. Soundwave rounded on the other and released his feelers at the last moment. The mech was small enough that he could lift him off the ground, all four tentacles coiling around him. There wasn't time for him to go as slowly as the mech deserved but he would make his death painful nonetheless.

He started up a charge, low at first, and tightened his feelers around the mech's chassis. The bot was snarling at him but he kept going, tighter and tighter, upping the charge with every nanoklick. Eventually the snarls turned to screams but he continued on heedless of the mech's pleas to stop. After a full cycle there were no more noises, only the smell of charred protoform, discharged ozone, and a pile of congealing energon and wretched metal.

He turned to the other two who were struggling to get up, both their frames covered in slices and flowing energon. The yellow one had two dislocated joints in his right leg and obviously wasn't going anywhere so he turned his attention to the green Bot. Soundwave slammed him back down into the ground with his heavy pede, shoving harder and harder until the mech's chestplate began to cave inward. The heat from the stressed spark was coming though the mech's front and into the spy's pede but he didn't stop. He didn't stop until the metal gave out completely and the spark was crushed underneath him, the agony clear on his assailant's faceplates and through his empathy.

Of course, the nanoklick he turned toward the last one, the pitiful creature began to beg and crawl away from him, useless leg sliding against the energon stained floor while the other scrapped along trying to gain purchase. He flipped the other onto his backplates, staring into his optics the entire time and let the voice blare out of his speakers in a doctored, rage filled tone, "Foolish Autobot."

Soundwave brought his wing plate across his neck cables slowly, sawing back and forth, inch by inch while the mech screamed. Soundwave, ever vigilant and focused used his telepathy to pry into the mech's mind, which caused him to scream with renewed vigor. He extracted all the information he could about the Autobot's plans and movements while he simultaneously decapitated the other oh so slowly. He felt every excruciating moment of it and this time the others pain didn't bother him in the slightest. The yellow mech was pushing against the spy, trying in vain to dislodge him and free himself. The energon lines began leaking into the intakes such that the shrieks of pain turned into a gurgling choke. Next the intakes were severed and all noises were cut off. The light began to fade from the mech's optics and he applied a final force, removing the helm completely.

Battle over, he stood up his anger still consuming him but his focus returned to his symbionts. Soundwave started sifting through the wreckage searching for any signs of his missing partners. He shoved large pieces out of the way and threw metal everywhere in his frustration. _Why?_

He lifted a large slab and there he was, lying face-up on the floor, frame already cooling in offlinement. _Rumble._ Feisty, youthful, aggressive Rumble and he was gone. Torn out of his own life so prematurely seemingly for no reason at all.

One of his arms was missing, his pelvic armor was wrenched awkwardly to the side, and part of his face had been blown off. The scorch marks Soundwave had felt through the bond were disfiguring him such that he was almost unrecognizable. There was a large metal rod shoved through the very edge of his spark case, the fatal blow. Only a few centimeters to the right and he would have recovered. Rumble's words came back to him, 'Drove a pole through his spark.' In that moment he cursed Primus for his sick and twisted sense of irony.

Soundwave picked up the lifeless frame and cradled it against him, allowing himself to feel every emotion in that moment without regret. He would remember this, he would remember this for the rest of eternity.

XXXXXXX**DreamSequence**XXXXXXX

Soundwave was woken from his tumultuous recharge by Laserbeak's flailing as she attempted to disengage from him but his chest armor wouldn't let her go. _Laserbeak: relax. Dream sequence: terminated. _Her wings calmed ever so slightly and she came back from her panic little by little. When she was stable of mind he expanded his chest armor effectively releasing her. The tech-animal rose up until she was at the most elevated position possible in the room and perched on one of the beams. The fact that she had distanced herself was not lost on him.

_Master I am s…_

_Laserbeak: desist._ That solarcycle had been the first time Soundwave had ever questioned his decision to join the Decepticons. They had lost so much…

…but he had moved on. He didn't want to think about it, didn't want to be reminded of it anymore.

There was nothing else said between them because there didn't need to be. They both understood and as hard as it had been for him, it had been twice as hard for her. Soundwave laid in his berth for 12 cycles allowing Laserbeak to regain control of her warring processor. When she was composed, he allowed her to dock, and they headed out the door to get a very early start on his shift.

* * *

Makeshift was able to recharge for about six megacycles before his internal alarm woke him at the designated human time of 8 a.m. The excitement from last night had waned before he had even fallen into recharge and he returned to his skeptical self rather quickly. Vorns of being treated a certain way had damaged him and he knew that. The way he had compartmentalized his life had saved his sanity but now he was sure things were going to be drug up that were better left buried. Soundwave was offering him something he so desperately wanted, but caution was still in order.

Rising from the berth, he decided to go through the data core and historical records to learn what he could of general Cybertronian courtship. Last night after Soundwave had left, he had attempted and failed to find any in depth information regarding his own society or its courtship rules. This had prompted him to ponder for some time what Soundwave knew about shifters. He knew no bot besides himself from his old community had really ever ventured out nor had they had much contact with strangers. So why did Soundwave have that recording?

Two ideas generally came to mind, either Soundwave had surveyed the shifters unbeknownst to them because of his fascination with accumulating knowledge. Or, Megatron had ordered him to do it after the war had started to identify the possible advantage or threat they posed to his power base. They were equally likely and the true explanation was possibly a summation of both. Either way it meant Soundwave could, and probably did, know things about his society that he himself didn't even know.

This put him at a disadvantage because he was not aware of the spy's breed nor origins. He was fairly sure Soundwave was not a normal Cybertronian, who all descended from either Alchemist or Solus Prime, like he himself was not. That meant Soundwave would most likely have a different take on courtship than whatever he could find in the data core but it was the best he could do for now.

The data core explained that Cybertronian courtships were an older practice to gain another's favor but had been less and less prevalent toward the latter part of their planet's history with the exception of isolated groups on the outskirts of normal society. The general purpose was to showcase your skills specifically in regards to your ability to provide for your mate and protect intended sparklings. Those who were being courted often also evaluated their pursuer's ability to please them both mentally and physically. Should the pursued accept the pursuer's advances and deem them worthy the roles would reverse and it would become the courted's turn to court. The length of time varied greatly but it was usually between one and ten stellarcycles, which seemed like a long time to him. In the grand scheme of a Cybertronian's life span it was nothing but still…

There wasn't much on what one actually did to court another but he tried to find meaning amongst the numerous pages of text. Many sources suggested that those engaging in courtship should spend a large portion of their time together learning about one another. They also indicated that mutual feeding, grooming, and recreation were important. How much time together and how aggressive the pursuit were based on the individuals.

Having gleaned all the information he could about that he moved on to the personal directory. Unfortunately, Soundwave's biography wasn't very helpful as there wasn't much in the way of detailed personal information.

Breed: Unknown. Carrier and Creator: Unknown. Sparked Date: Unknown. Sparked Place: Unknown. Medical History: Classified. Bondmate: Negative. Sparklings: Negative. Symbionts: Laserbeak, functioning. Ravage, deceased. Rumble, deceased. Frenzy, deceased.

And that was it. Soundwave's historical record was even more sparse than his own. How he had ended up a gladiator in the pits of Kaon most likely no bot had ever known except maybe Megatron. His curiosity peaked at the mention of past and deceased symbionts besides Laserbeak. He was unaware of what a symbiont actually was but from everything he had seen it was just a useful surveillance drone. He wanted to know but best to refrain from asking about deceased partners for now. _Probably bad form during a courtship._

In addition to what he had just learned, he didn't know much about Soundwave other than his lack of outward displays of emotion and his value of loyalty and honesty. And he knew exactly nothing about what the other liked to do in his free time not that any bot aboard the Nemesis had much of that besides himself.

Lastly, he consulted the human internet, not that he expected to find much useful information there, but honestly it couldn't hurt. Apparently human courtship had entailed similar motives as Cybertronian and had also followed a general pattern of becoming less important with each successive generation. Participants also spent an increasing amount of time together and learned of each other's histories. Unlike Cybertronian courtship though there did seem to be more rigid guidelines on what one did during the act, which included three important factors.

1) Both parties put an emphasis on appearances, enhancing their best characteristics and distracting their intended from any flaws if possible, which was done through clothing and some sort of body paint called make-up in the case of females. The closest thing he could do would be to get himself buffed and waxed, which he would schedule with Knockout as soon as possible.

2) Humans also showcased their monetary status, which Cybertronians didn't have anymore, and materials were important not only to have but to give to your intended as gifts. He didn't have anything to give nor did he know if Soundwave would appreciate that.

3) After the majority of the courtship was over, couples then had to get approval from their intendeds' families. _Nothing to worry about there._

As he suspected, no help at all. _Humans truly are a useless species._

Fact-finding mission over, he left his quarters intent on refueling in the rec. room. He had plenty of cubes in his rooms but he needed to speak with Steve and that was where he was most likely to be at this megacycle. He couldn't bring himself to feel bad about what he was about to do but he did hope that Steve took the news reasonable well. He entered the lift, ascended the four floors to the rec. room, and wandered inside.

There was a group of vehicons at one table near the energon dispenser and a group of eradicons adjacent to them. There seemed to be more tension than he would have expected between the two groups, which only escalated at his entrance. He saw that both Zero and Steve were present among the eradicon group so he made for their table. They both stood when he was only a meter away and they glanced at each other, probably curious about who he wanted at that moment. "VH-ST3V3. I need to speak with you."

"Yes Officer Makeshift." The shifter paused by the dispenser to grab a cube and then headed for the farthest corner table. It was where he usually sat because it was in the darkest part of the hall and it provided the privacy that was needed for this conversation. He noticed that all the drones were sneaking looks, the vehicons had particularly angry expressions, but he hardly cared.

When they were both seated comfortably he took a sip of his cube and waited for a moment trying to decide the best way to accomplish this task. He was about to speak when Steve piped up out of turn, "I was worried that you were angry with me."

He had intended to be gentle but Steve's prior indiscretions and his disrespectful address now stole all of his patience. "VH-ST3V3 remember your place. Despite our arrangements I am still your superior officer."

"Yes Officer Makeshift. I apologize for my impertinence."

"As I told Zero before, I am not angry with you. At least I wasn't until I had another drone asking me questions involving our relationship on your behalf. Who else have you spoken to about this?"

"No bot. I just figured Zero was okay because he already knows."

"An inappropriate assumption on your part. Do not speak with anybot else. I would not have my business spread around the Nemesis."

"Yes Officer Makeshift."

"Speaking of which, unfortunately something has come up such that I will not be available for quite some time. Possibly indefinitely but I am not certain as of right now."

"So…you… you're not going to contact me anymore?"

"For the foreseeable future no. I will let you know if anything changes."

"I'm sorry I spoke with Zero about this. I won't anymore."

"That is not the reason. It really has nothing to do with you." The drone wasn't convinced. He was clearly trying to find an explanation for why this had happened. His field kept flickering in confusion and hurt. When he realized that it was still splayed outward he snapped it in quickly and looked at Makeshift. Steve didn't know how to respond and neither did Makeshift. There really wasn't anything else to say. "Return to your comrades," he said gesturing at the far away table.

The dismissal was not harsh but Steve took it that way. "…right." He crossed the room at his normal pace even if his gate did look forced and sat down with the other eradicons. Zero, who had been peering at him curiously the entire time, now looked between them obviously confused. Steve's field could have been registering anything at this point.

Makeshift turned back to his cube and tried to get comfortable even though the ambience was not his ideal. Honestly he would have preferred to be in his room now that he had gotten that over with but he was hoping to catch Knockout or Breakdown and ask them about the beginning of their relationship. Neither of them were all that private so he was betting the question wouldn't bother them.

The next mech to walk through the door was not Knockout or Breakdown however, it was Soundwave. The spy's presence caused his plating to warm, not in arousal but in something else, and he felt that gentle flutter again. Now that he understood what it represented it was no longer a dreadful churning but a pleasant tingle instead. He had promised himself that he would have low expectations about this whole situation. Now was as good a time as any to try not to care.

He watched as Soundwave moved across the room and grabbed a cube to everybot's astonishment; he never refueled in front of others. The surprises just kept coming as the spy instead of sitting down by himself turned toward Makeshift's table and advanced. His intake caught sharply as he realized the communications specialist was going to sit with him in front of everybot else in the rec. room. The rules of their engagements weren't explicit but he had assumed Soundwave would want to keep this, whatever this was, hidden.

When the other mech stood by the table he inclined his helm, a request to sit, and Makeshift nodded. He sat down next to him but at a respectable distance so that they could still face each other comfortably. The cube was left on the table forgotten and Soundwave didn't acknowledge him again, just maintaining his calm exterior. Makeshift wasn't sure what he had expected, obviously there wasn't really going to be a conversation between them. It was at that point that Soundwave faced him fully and printed, 'Conversation: acceptable.'

_That was strange. _Was it more unexpected that Soundwave had said that right after he had thought it or that he had said it at all? _Both._ It didn't matter because he wasn't sure what to say anyways, what do you converse about with Soundwave? Every conversation they had had so far had been spur of the moment.

'Query?'

"Yes?"

'Steve?'

At the mention of the drone, Makeshift grew defensive but tried to calm himself. It wasn't an accusatory statement, merely a curious one. "I just took care of it." Nod.

There was no more conversation after that because neither of them really knew what to say or at least he didn't. The silence was comfortable though and he slowly sipped his energon while everybot else gaped at them. Inwardly, his pride flared a little at being the bot who had caught Soundwave's attention. He, Makeshift, the shifter everybot had used and never thought twice about, was being pursued by the most desirable mech on board the warship. As much as his ego was stroked by thinking that, some part of him still couldn't believe it, still couldn't understand why the spy had chosen him. He didn't know if anything would happen between them but just the fact that Soundwave had asked was noteworthy.

There was the mystery factor, the fact that he had never shown interest in any other bot, for sure but this was more than that. After all the spy was a prize. Outwardly, Soundwave was handsome, thin framed and yet stronger than that physique would suggest. He had an air of confidence and superiority that was highly attractive in a primal manner. Inwardly, his processing and multitasking capabilities were legendary and that was actually more arousing to Makeshift than anything else.

He was infallible, perfect in every way and just thinking about that had the shifter's plating heating rapidly again such that he hoped it wasn't noticeable. He had to draw his field inward because his whole body was starting to show the signs of his arousal. His processor and frame immediately went to interface because that was what he knew. Makeshift was unfamiliar with how to act around somebot he was considering a relationship with. He knew how to seduce, flirt, and interface, all the things he did because Megatron had dictated it, but this he did not know how to do.

Fortunately for him Soundwave turned and printed, 'Shift: 1 cycle, 38 nanoklicks. Tomorrow?"

"Yes." Nod.

Soundwave returned to the bridge 36 cycles after the start of their meeting for the remainder of his shift and Makeshift went to the med bay. Knockout and Breakdown were both present and looked guilty as he walked in the door as if they had been doing something.

"Makeshift, did you need something?"

"Actually I wanted to ask you something personal." Knockout waved his servo idly as if to say go ahead. "How did you and Breakdown meet?"

"Well that was not what I expected. He was actually my assistant before my berth-toy," and he grinned at that. "The big lug was apparently fascinated with me…"

"Actually I was really just fascinated with his pert aft," Breakdown inserted.

The sports car smirked at him. "It is quite nice, isn't it?"

"Very."

He turned back toward Makeshift, "Well long story short he followed me around like one of those Earth animals. The one the humans love to keep as pets, dogs I think they are called. After a while he just burst out that he wanted to lay with me and…that's about it."

"So you two didn't do any kind of courtship?"

"Courtship? You mean like designated meeting times, planned outings, and gift giving. All that scrap?"

"Yeah, all that scrap."

"No. We fragged. A lot. The feelings kind of grew from there. Why so interested?"

"Merely curious since you guys are…well, you guys are Decepticons. Decepticons who are bonded."

"And? Megatron's slag about feelings is all talk you know. I don't know when you were sparked but a lot of Cons had bond mates or at least partners before the war. Megatron is the one who has perpetuated this rumor that Cons don't feel for one another. That interfacing is just about using another for fun."

"It has been my experience that Cons are just about violence and interfacing. Not much else."

"War brings out the worst in mechs and most who have lost their bond mates don't ever really recover. It's true that they tend to use others just for interfacing. The rest of the lot though, volatile for sure and Cons don't spend all solarcycle playing games and laughing like a bunch of fragging Autobots, but that doesn't mean others don't want to find a mate to call their own. I've seen the coding, it's built into every Cybertronian, an instinctual need to claim another, own another." He stayed silent after that thinking heavily about what Knockout had said. As a medic, he probably did have ample experience on the issue of Cybertronian biology and bond mates. "Did you need anything else because if not I have things to do?"

_Ever impatient._ "I need some detailing."

Knockout scoffed at that. "I'm busy for the next few solarcycles. I'll contact you when I've got some time."

* * *

The next morning he went to the rec. room and Soundwave met him again. Each one was content to sit in silence. Besides that first conversation they didn't speak again except when Soundwave addressed him at the end always with the same question, 'Tomorrow?' At some point Makeshift figured doing nothing might get boring but it never did, for either of them.

Only recently because it had been so gentle, Makeshift noticed that Soundwave's field had been rubbing and licking at his this entire time. The field was meant to soothe him, a calming influence on his own chaotic personality, and it was working for a human week had gone by and he had barely noticed.

This morning he walked into the rec. room and Soundwave was already sitting at their table. He took notice of the fact that no bot was around as he obtained his cube and then sat down feeling relatively comfortable. So far the courtship had been the two of them sitting together and just getting used to each other's presence. He kept wondering if they were they going to do something else, if Soundwave had other things planned.

'Yes.'

"Yes?"

'Soundwave: Plans.' A nanoklick later and what he said sunk in. Makeshift recoiled both physically and mentally. _He couldn't possibly. _Telepathy wasn't real. Those rumors were just everybot's way of making him seem more mysterious and explain how he knew so much. Makeshift had always assumed it was just jealousy, they made up a fictional method in which he acquired so much information as opposed to admitting that he was just superior to themselves. It was an illusion others created to explain the cryptic spy…and yet he had 'answered' Makeshift's thought had he not? _Coincidence._ But…_Soundwave, are you telepathic?_

'Yes.'

Makeshift's mind went rampant. What had he ever thought about in front of Soundwave?

…

So many things, he had thought so many things and he couldn't even compile the entirety of them into one list because there were SO MANY THINGS. He had avoided Soundwave throughout their time aboard the Nemesis but that had never stopped him from thinking whatever the pit had crossed his mind when he was forced to be in the company of the spy.

Everything, he had thought everything. Private things, impertinent things…traitorous things.

His field snapped in around him and he pulled farther away. He couldn't even look at the other, the fragile calm he had been building gone, his recent comfort collapsing around him, and his emotions started to rage again. This…this wasn't going to work. Makeshift couldn't…he couldn't be with someone who could hear his every thought, it compromised the little privacy he had left. He had done things, shameful things, allowed things to happen to himself under the guise of his duty that he didn't want Soundwave to know about. The spy approved of strength and will, not of a weak mech who had allowed himself to be abused because Lord Megatron had ordered it.

His audios picked up the sound of hydraulics only nanoklicks before thin digits touched his wrist tentatively. His thoughts cut off abruptly and he stared at the servo laying against his arm, plating warming already. It was the first time Soundwave had touched him since that night in his wash racks. Makeshift looked up at the other's visor.

Data burst, Soundwave wanted to know if Makeshift would like to go for a flight with him tonight. 'Makeshift, Soundwave: speak after.'

…

He was apprehensive. He recognized that Soundwave had been doing things to make the shifter more comfortable around him but this had just undone everything he had accomplished. He was more uncomfortable than ever but…

…Soundwave made him feel like no other ever had before. He wanted this to work, wanted once again something he never imagined he could have. That didn't stop him from pulling his wrist away from the other though, feeling disconcerted at the moment. 'Answer?'

He nodded slowly.

The reticent spy gave him a curt nod in return, a lingering gaze directed at his faceplate, and then left to return for the bridge or so he assumed.

It wasn't long before he found himself alone in his quarters. The courtship had seemed to be going well until now. Soundwave said they were going to speak about this, he shouldn't think about it until he knew more. That didn't stop him though because he couldn't help it, his mind was always rolling, always spinning whether he wanted it or not.

By the time night had fallen on this repugnant planet he had worked himself up with all his thinking. He was agitated and he almost didn't want to go through with this. When he arrived on the flight deck Soundwave was nowhere to be seen and that only enhanced his discomfort. Makeshift grew more agitated as the cycles clicked by and eventually he decided to leave, moving for the door as his processor cycled with unknown emotions. The shifter was almost there when the sight of a ground bridge portable opening to his left made him pause. Sure enough, Soundwave stepped through and the swirling mass of bright blues and greens collapsed behind him.

He did a full sweep of the area before his visor landed upon Makeshift so near to the door, his intentions obvious. Swiftly his gaze filled with dark plating as Soundwave moved close to him and Makeshift fought the urge to step back. Always the patient one, the spy just waited while he fought a silent internal battle with himself. He wanted to accept what the spy was offering but he was still guarding himself, still didn't believe it was real. Vorns of damage would not be undone in seven solarcycles. Soundwave stood still and Makeshift stared at him.

Eventually he calmed and then that soothing field brushed against his, almost a tactile slide of metal on metal to his senses. His first instinct was to pull in his field, collapse it inward so that the invading presence could no longer touch him. More cycles passed, the stoic one ever waiting, and he relaxed into the feeling again.

Soundwave spread his field's influence farther until it was enveloping his, caressing him such that Makeshift shuddered in something close to appreciation. He felt the field pulsing sluggishly in that calm manner and then it started to fluctuate until it synced up with his and finally they merged. He grew weak against the unfamiliarity of another sharing a merge with him and instantly locked his knee joints to keep from falling. It wasn't considered a sexual act but in many ways it was intimate, something you didn't do with another on a normal basis.

Heat, intense heat filled him, spread outward through his circuits and set his inner plating ablaze. The electricity kept surging, kept flooding him until his inner plating was on fire and his outer armor began to be affected. His optics couldn't focus and he barely registered when Soundwave moved in even closer to him. As much as he burned though, he could still feel the heat of the other's frame invading his personal space.

When he finally regained some of his higher processing power, he watched as one thin servo moved to his chestplate, that same maneuver as before, and the digits laid themselves over the Decepticon insignia. Liquid fire was all he felt, turbulent rushing of energon through his lines and light-speed defying arousal wracked his frame. He made optic contact with the visor, 'Ready?' and all he could do was nod because his vocalizer wouldn't work.

Soundwave pulled back and the influence practically disappeared. He intook harshly trying to calm his rushing lines and overheated frame. The whole experience was electrifying and yet slightly…annoying. How could one bot turn him on so rapidly, so effortlessly? It was almost as if he were a mechling who had never experienced interfacing before. Frag it, he was long passed experienced. He was sinfully good at what he did, he had prowess in the berth and manipulated others into such exquisiteness. His pride peaked in that moment and he refused to look weak in front of the other, refused to be outdone.

Growling at Soundwave in an ambiguous way, he sprinted toward the flight deck's edge knowing his precise movements and deadly frame looked elegant in his haste. Not bothering to look behind him to see if the other was following, he leapt into the air and allowed his body to descend. His frame tucked in close, caving in upon itself, and he picked up speed, shooting toward the ground as a dark blur indistinguishable from the surrounding darkness.

The mildly invoked challenge and resurgence of his pride made him forget everything but the wind on his plating and the sensory feedback he was receiving. It felt good and he let out a deep, gravely chuckle in appreciation. Adjusting his balance the slightest bit, he started a rapid spin and began his transformation sequence. Ten meters before the ground his transformation completed, he engaged his thrusters at the last moment just barely skimming the surface of the Earth, and then rocketed back upwards.

It had been so long since he had flown just for the want of it. He wasn't a seeker, flying wasn't built into his core programming, but he heavily enjoyed it nonetheless. Caught up in the moment, he had completely forgotten about Soundwave so he cast his sensors out in an attempt to locate the other. Soundwave was only a few meters behind him, which meant he had been able to keep up with Makeshift.

_We'll see._ He slowed down until the other mech was almost on top of him and then cut his thrusters abruptly dropping out of the sky. He felt Soundwave dive after him so he flipped around and shot off in the opposite direction of the one they were facing. His engine stroked hard, thrusters pushing him even faster but still he felt the other gaining on him. Soundwave was lighter and more aerodynamic than himself even if Makeshift was more powerful.

He banked hard twice moving in a zig-zag pattern and spun as he pulled sharp turns at high velocities. His complicated maneuvering kept him one step in front of the other and kept his mind busy on his task. He didn't think, didn't worry. He pushed his body, pushed his frame to do more, go faster, turn sharper, and he forgot about everything else.

When he started to grow tired from his exertions he slowed, turned in the direction of the now faraway Nemesis, and started his ascent. Soundwave caught up to him quickly enough and they flew together back to the warship. Transforming mid-flight, he landed lightly on the flight deck and intook heavily. Soundwave transformed next to him and stood silently while he practically panted.

'To quarters?' Not even the slightest quiver to indicate that he had exerted himself in anyway. The shifter nodded as he still couldn't trust his vocalizer not to tremble from his rough intaking. Makeshift started toward the inner of the ship and Soundwave fell in beside him. They didn't speak, they never did.

When they finally arrived at his quarters his nervousness about the impending talk returned but not his apprehension. They moved immediately into his true quarters and Makeshift grabbed them both cubes. He sat down on the couch and his guest stood a little ways off, frame angled to take in both the shifter and his surroundings. The silence was pleasant and it remained there between them for many cycles.

'Makeshift: queries?'

"I need to know about the telepathy." He received a data burst that gave him everything he needed to know on that subject and more. Empathy that he could mostly shut out until strong emotions or intense thoughts from another impeded this ability. True telepathy came about in such cases or he could focus on an individual to pull information out if need be. He had no want to do that and rarely ever used the ability anymore. He had used it with Makeshift in that moment on purpose because they needed to talk about it. He would never violate Makeshift's privacy on purpose but he needed to understand that there was the possibility of things leaking over.

Makeshift let all that information sink in and monitored Soundwave's field during the data burst. It hinted that Soundwave was not fond of his 'gift' and he could see why. Not being able to be alone inside your own processor had probably become infuriating after a while. "Was this a mod?"

'Negative.'

"So you were sparked like this?"

'Affirmative.' He stayed silent for a while. Soundwave had been like that since the beginning. No wonder the spy preferred to be alone, it must have been exhausting. 'Acceptable?'

He understood the question, was Makeshift agreeable to continuing the courtship knowing that this would always be there, a factor that could potentially cause tension between them. He thought about it, really thought about it. Did he like it? No. Did he want his partner knowing everything he thought? No. Should he walk away? Probably. Would he? Primus…

Maybe it was these newfound feelings or his pride or maybe even the exhilaration from the flight was affecting him but…no. No he wouldn't.

He lifted himself off the couch in one fluid motion and stalked over to where Soundwave stood facing him. Their frames were close and Makeshift could feel the slight heat from the other as he reached up and scrapped his claw gently against the royal purple luminescence of the other's protoform now accessible in Laserbeak's absence. He let his digits scratch idly against the minute ridges and said in a low growl, "I want you." His confidence had come back during his flight, his slagging Decepticon pride dragging it out of him, and for the first time since they had started this whole affair his voice held no hesitancy.

There was a surge of heat from Soundwave's plating and an almost infinitesimally small tremor that moved throughout the frame. Makeshift saw it though, no matter how small it was he saw it and he had felt the change. A reaction, one of obvious pleasure, and he had drawn it out of the spy. The satisfied smirk that marred his faceplates was arrogant and in that moment he had every right to be.

Soundwave didn't react again but it didn't matter. After a couple more nanoklicks he pulled his servo back and waited for a response. It came as expected, 'Tomorrow: morning?'

"Yes." Nod and the spy left.

* * *

**Over two weeks I know, the depravity! Good news? Yes! This chapter and the next actually started as one but kept growing until I split them up. So… much of the next is already written, yay!**

**So…? Let me know what you thought. I know, enough already we want hot steamy robot smut but…it has to be believable. Patience, we'll get there or somewhere, who knows? I do and I'm not telling.**

**Reviews are much loved. Thanks for reading.**


	8. Heated Desires

**To the Guest who reviewed on 9/15/2013-**Normally I would respond via pm but without that capability I will leave my reply here. Thank you so much for your review. I'm glad you are enjoying the story and I'm working my butt off to bring more exciting chapters in the future. No abandonment here. It makes me feel good that you like the backgrounds I have created for the characters as I've been working really hard on that.

**To everyone else, you know I luv yaz! Thank you for the support and for all the comments. I love to respond and trade insight on chapters. Reviews=crack!**

**I felt deliciously devious in this chapter. It is very back and forth, rise and fall. Twisty, twisty.(And what the frag Megsy? The anticipation!) You'll see what I mean. Hope you love it. (Scrap if you don't.)**

**Chapter Warning-**Mild sexual themes

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**Chapter 8-Heated Desires**

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The next solarcycle followed the pattern of the previous human week except that that night they went for another flight. They flew for a little while and then Makeshift issued the challenge by speeding off unexpectedly. He maneuvered as he had the night before, with swift accelerations and complex turns, all the while avoiding Soundwave's attempts to catch him. Every night saw his confidence returning to its former glory as he out-raced, out-maneuvered, and out-performed the spy.

Some part of him wondered if Soundwave let him win to help build his confidence. He didn't think the other was that type of mech but he knew that Soundwave was aware of how damaged he was. The communications specialist specifically did things to make him feel more comfortable, treated him in ways that he so desperately needed even though he hated how weak it made him feel. It was strange though because Soundwave had always seemed so cold, so calculating that he couldn't believe the mech would waste his time bolstering another's confidence and in a way, comforting him.

It didn't help persuade him against the theory that after the flights never, not once, had he been noticeably affected by the exertions while Makeshift was thoroughly overheated. His frame showed no signs of fatigue nor did his field, it was almost like he hadn't even tried. Makeshift couldn't tell if he really didn't try or if he was just holding it all in, either way…it was hot. Soundwave's stoic persona and superior performance without fatigue made his body tighten in arousal in all the right places. He wanted the mech but frustratingly Soundwave didn't seem to have interfacing on the processor…ever.

And that fact let his insecurities needle their way back into his processor despite his efforts to keep them out. He knew they were still courting but he couldn't help but wonder if Soundwave didn't want to 'face because he wasn't really interested. Some part of him kept returning to one disturbing thought over and over; Soundwave was doing this on Megatron's orders for whatever reason. Knockout had made the situation seem dire to Megatron not only for his physical health but because of his mental state as well. Maybe they had thought he was going to go insane under Airachnid's attentions and cause damage to others and the ship. It wasn't really that far off of what had happened immediately before Soundwave had asked to court him.

If not for that reason then why? He had been pitying himself, he had expressed hurt and self-deprecation. All things that were far from attractive. He had gone into a rage and tried to offline the other, managed to severely wound him. What could he possibly have seen that made him want Makeshift instead of to get as far away as possible?

The simple answer…he didn't know. Such was the case when dealing with the reticent spy. Always questions, never any answers.

Without a sufficient reason not to, he continued with their courtship. If Soundwave didn't want him, was only doing this because of some order or another, it would all come out in the end and there was nothing he could do about it now. He wanted it too much, wanted the other too much now that he was invested and couldn't let go. His processor still raged periodically, his emotions still went unbridled when some stray thought crossed his mind, he still couldn't see his own worth, but it was still better than his life before the spy had walked into his quarters that first time.

The only time when he didn't think, couldn't think was when Soundwave touched him or he was allowed to touch the other's sinfully perfect frame. It hadn't happened since that night. That illuminating night which still resonated through his processor. He had felt the other's reaction to his touch, a reaction that the silent mech couldn't deny even if he wanted to. Makeshift had seen it, had felt it. The spy had reacted with pleasure to his touch and whatever else happened, he would remember that. It helped him push away the insecurity, the thoughts that Soundwave didn't want him. It made him feel content and for now, that was sufficient.

Daily fueling and nightly flights became their normal routine. They didn't have much in the way of conversation but somehow they were speaking volumes to the other. Each one was measuring the other up, trying to outdo them. It wasn't a competition per say but the point of courtship was to prove yourself and that was what he tried to do. Makeshift realized after a while that he himself was judging Soundwave based on his own criteria. So far he hadn't found anything he disliked.

Life aboard the Nemesis plowed on monotonously except for where his interactions with Soundwave were concerned. The Autobots fought them and they lashed out in turn. The tension between the drones had leveled off since neither Steve nor Zero had visited his quarters in some time. There were whisperings of Starscream but no bot was actually sure if he was even still alive. Surprisingly, or maybe it had been orchestrated, but he hadn't had any contact with Airachnid this entire time either.

The differences in their behavior had been noted by the rest of the crew though and inevitably the rumors began. He saw the curiosity on their faceplates as the two sat together in the rec. room each morning. He felt their questioning fields as he walked by and none were worse than Steve and Zero. They deliberately tried to rub their fields against his probably in the hopes that they would gather some information. He didn't say anything because at this point he didn't care. No bot had asked him anything nor did he believe they would have approached Soundwave.

Megatron wasn't treating either of them differently and was actually oblivious as far as he knew. The warlord barely spared a glance at anybot these solarcycles, standing on the bridge brooding about no bot knew what. Soundwave probably knew, not only did he always know everything, but the spy and Megatron seemed like they spoke regularly and not just about business. He wanted to ask but thought better of it since the mech probably wouldn't discuss it with him anyways.

Twelve solarcycles since that first flight, he woke himself two and a half megacycles before his normal meeting time with Soundwave. He had told Knockout he would be coming by and the sports car had grumbled about the time but assented.

Arriving in the med bay, he found himself in the presence of a most unusual sight. Knockout was propped up against a medical table obviously offline with his helm resting in one servo. He stopped near the other mech, who didn't even stir at the noises he made, and tapped him on the shoulder. Knockout startled awake, reactive programming probably taking over, and his optics were wide in surprise. "What the frag are you doing in my…" and he paused, looking around at his setting, "We're in the med bay."

"Very astute."

"Oh shut the frag up," he growled. "Fragging Megatron had me in here all night fixing drones after last solarcycle's battle…once again." He set about instantly, grabbing tools and banging metal against metal that jarred his body from the force of it. Makeshift noticed he was collecting dissecting tools before he turned back toward the other, "Uh…what were you here for again?"

"Detailing."

"Right…right," he groaned loudly in exasperation. "Scrap, I hate buffing."

"You get yourself buffed all the time," Makeshift reminded him.

"Exactly, 'get myself buffed.' Why do you think I don't do it myself? I hate doing it."

"Hmm, good thing I have you to do it for me then huh?"

"You're such an aft."

"Getting a bit repetitive there Doc."

"Bite me. Sit here," he growled gesturing at one of the stools as opposed to a med table. "I'll be right back." He disappeared into the back room and returned not thirty nanoklicks later with an electric buffer. "And what exactly will we be buffing this solarcycle?" His entire attitude had changed during his short trip to the storage area and Makeshift's optics narrowed warily in response.

"I want the entire frame done."

"Hmm and may I ask why?" His tone had taken on a suspicious lilt like he was fishing for information, which he most definitely was.

He scoffed at the question, "Because I feel like it, medic." He knew what was coming next, the sports car loved to gossip even more than the drones did.

"Some might think you were doing it to gain the attention of a certain Decepticon spy." _And there it is._

"I've heard the rumors."

"And are they rumors?"

"As far as I know."

"Oh come on, it's spreading around the ship like Cybonic Plague. Give me some details. Is he good in the berth? I bet he is."

"There are no details to give," he said with a tone of finality.

"You are infuriating, you know that? How are you going to keep this to yourself?" he huffed getting nowhere and realizing it. "Whatever." He let Knockout have the last word and leaned back when he felt the buffer on his plating. It felt great, all the nicks and scratches smoothing out under the soft rotating fibers. He had forgotten how nice it was to be pampered. He had only ever gotten that from his Carrier when he was a mechling. _No wonder he likes to get this done so much. _A few cycles in and he was practically purring, which was not only a rare thing for him to do but also rare for him considering the situation, to feel so loose in front of another.

In Cybertronians, buffing served two different purposes. It smoothed out the plating, removing any imperfections but the act also activated epiplatal nanites. They were the outermost layer of nanites that coated a Cybertronian's frame and took care of the surface as well as the paint. They were not in fact painted but their nanites released chromoserum, which was what coated and hardened on the metal to give an individual's plating its distinctive colors.

A megacycle had passed and Knockout finally turned off the buffer. "I'm not buffing your codpiece or your interface panels so here," and he handed him the tool. "Do it yourself." Makeshift took the piece of equipment with a wry look and turned it on. He hadn't used one in a long time but was proficient enough to get the job done reasonably quickly. "Did you need anything else?"

"Do you have any wax?"

"Hmm, Soundwave really that good in the berth?" Makeshift just shook his head and didn't respond. _You're not getting anything out of me, _he thought in amusement. Knockout seemed to realize that and continued on, "Lucky for you I do and it's not the human scrap either. I modified human wax by introducing epiplatal nanites and did a little tweaking. Now I've got stuff that adheres to the frame wonderfully without that grimy residue."

"Excited about this aren't you?"

"Have you seen my paint?" he said, clearly an implication. Knockout pulled a large jar out of a drawer and handed it to him. When he went to take the buffer away Makeshift had a thought, "Can I keep this for a while?"

Knockout gave him an all-knowing smirk, "You can have it. I've got more."

"I'm sure. Can you do the spines along my back before you throw me out? I can do everywhere else myself but they are not easily reached."

"All the scrap I have to put up with. Waxing another mech. Argh…should have joined the Autobots," he snarked as he grabbed the jar back.

"Yeah but then you would have to actually care about somebot other than yourself and work with a team. You probably heard but I spent time inside their base. They play games with each other and party without high grade or interfacing. Not to mention the squishies run around freely."

The medic honestly looked horrified. "You're right. I could never be an Autobot. Besides they all look like the pit. Personal maintenance is severely lacking over there."

Makeshift chuckled. "Of course that would be what you would focus on."

"A bot's got to have standards. Could you imagine what I would look like if I just let myself go?" He shivered as if the idea was preposterous. "My paintjob is too perfect for that."

Knockout finished waxing his spines soon enough and he returned to his room to apply the warm polish to the rest of his frame. After everything had dried he looked at himself in the mirror and…he looked good. His plating was light-bending in its shine and appeared brand new as if he had been protoformed only last solarcycle. Every scratch, dent, and perforation were gone, solid smooth metal with a luxurious shimmering paintjob was the only thing left behind.

In addition, he noticed a pleasant, mildly arousing aroma, oily and sharp that he recognized to be consistent with mating pheromones. The smell was due to the wax he had applied and it enveloped him as he made his way to the rec. room. _Knockout_, he thought to himself shaking his helm incredulously. The wax said a lot of things about their resident medic, particularly naughty things, not that he was really that surprised. Interestingly enough though, Knockout had implied that he had used the wax often and yet Makeshift had never smelled this particular scent before.

He arrived at the rec. room to find Soundwave already present and the stray, insignificant thoughts left him immediately. He grabbed a cube for himself and one for his partner who was without before sliding silently into the chair beside him.

XXXXXXXXXXXXXXXXXXXXXXX

When Soundwave turned and caught sight of his intended he immediately froze. Makeshift looked…pristine. His plating was completely flawless, every part shone bright even under the dim lights, and it looked like liquid grey metal. It almost begged to be touched, begged to have thin digits stoking it up and down in a leisurely, appreciative manner. His luminescence was fading in and out in a perfect 1 nanoklick cycle that was hypnotic. The fact that Makeshift was trying to look good, look good for Soundwave caused a bolt of electricity to shoot through him. As if that wasn't enough, next the scent hit him, his olfactory receptors dilating as they consumed the heady, arousing smell. The smell made him want to dominate the shifter, to claim him as his own and further analysis showed that the reason why was that compound consisted of mating pheromones.

It was an intoxicating mixture or sights and smells but that did not affect his resolve on this matter; they would not be together sexually in any way until they completed the courtship. Soundwave needed to be 75% sure or more that this was going to work before he allowed himself to indulge in it. It was not something he did often and letting himself indulge was akin to giving up control, which was generally not a favorable outcome.

He returned his entire processing power to the situation at servo, ever focused, in control, and able to maintain his restraint, letting his field splay outward in a silent greeting. Makeshift's field thrummed in response, rubbing up against his gently. They had not synced up again since that moment on the flight deck and Soundwave had only allowed that so Makeshift would stop thinking so much. He had never met a bot whose thoughts went so rampant so easily. It was not a desirable trait because his own ability made it torturous to be around but the shifter did react strongly whenever Soundwave touched him, his processor immediately stilling, and that was acceptable.

Makeshift had proven to be a perfect match for 42.7% of his judging criteria and sufficient at another 31.1%, a fact that had led him to think more favorably of their current situation besides the issues surrounding his intended. The thoughts that leaked over to him unbidden let him know he was meeting Makeshift's criteria as well. Soundwave needed somebot who he viewed as an equal despite his need for control; that was the only type of partner he would ever take. At first he hadn't been sure because the shifter was thoroughly damaged from his vorns of abuse. He had calculated a 34.9% chance that Makeshift would be too submissive, too broken to give Soundwave what he required in a potential mate.

So far that hadn't been the case. Makeshift had proven himself competent in his research and more than sufficient physically. He could follow Soundwave's lead when necessary, could take orders like a good soldier, but he could also improvise on the fly. He didn't let others dominate him, didn't defer just because of the chain of command but neither was he openly insubordinate. His loyalty to the cause and to Lord Megatron was highly noted although the shifter seemed to have a strong tendency toward loyalty where Starscream was concerned and that was…interesting. Troublesome was his tendency to display a submissive attitude when emotionally distressed but Soundwave could tell it wasn't his inherent personality, instead it was a learned behavior from his many long vorns. A behavior that could be broken with subtle manipulation.

They sat together as they had many times before neither speaking nor moving too often. When it was time, he printed his destination and asked if they would meet later, of course they would. And then he left.

The solarcycle proceeded as usual and he allowed thoughts of his situation and Makeshift to pervade his processor while he worked. He could compartmentalize such that his processor was simultaneously logging data files, surveying the video feeds, monitoring the bandwidth, compiling miscellaneous data, and contemplating Makeshift all at the same time. Apparently, the shifter was greatly impressed by this specific ability and he too agreed, he was impressive.

The only part of his solarcycle that was different was his interaction with Megatron. It all seemed routine in the beginning; private meeting, tactical discussions, Soundwave's surveillance information, Autobot movements, but he noticed the warlord was distracted the entire time. Not only was he still not recharging well but the sedative he had taken from Knockout was not helping. He was barely registering anything the spy sent to him. Soundwave was trying not to pry, in fact quite the opposite as he was trying to keep the other out, but Megatron was leaking all over him, his stressed processor unable to keep his mind in check due to his lack of recharge. Everything was a jumbled mess of incomplete, incoherent thoughts and hectic contemplation, which was worse than Makeshift's torrent of thoughts, at least they made sense. Only the topic became evident to him after several cycles and it made him pause…

…Starscream.

The warlord was trying hard and failing miserably to not think about the traitorous SIC. Apparently these unwanted thoughts had been plaguing him for decacycles and he didn't know why. Why was he so focused on the seeker? There didn't seemed to be any reason for it. Nothing had changed between them and yet his thoughts were more focused on the SIC than ever before. He admitted he missed the enjoyment and entertainment of watching Starscream plot and scheme and inevitably fail. He missed bringing his strength to bear over the diminutive seeker and asserting his dominance over the other. He had always enjoyed seeing the remnants of his handiwork on the other's normally immaculate frame after he was done punishing Starscream.

It was hardly a contest of power, Megatron was superior in that regard, but a contest of wills it could be. Starscream he had always admired for his tenacity and devious mind even when it was directed at overthrowing him. There was a reason that he was the SIC of the Decepticon army, second only to Megatron himself. All this he knew and had admitted to himself long ago but something was different now, different since his brush with offlinement. There was a charge built up in his frame that he couldn't dispel and an almost pleasant heat raging through him.

Soundwave froze for the second time that solarcycle. Truly nothing ever surprised him, ever, but this…this was something he never would have calculated. It was transparently obvious to him and strangely enough completely befuddling his master. The warlord cycled through these thoughts and many others and it never occurred to him but Soundwave knew.

Megatron…

…wanted to interface with Starscream.

It was primal, the most basic of his instincts and it was strong. Megatron was fearless, the epitome of ferocity in everything he was and everything he did. When it came to interfacing he wanted to own, claim, and dominate. He wanted to force the other but only if he knew the other wanted it as somebot of such high standing such as himself had no need to rape. He wanted to tear into the pliable metal of another's frame, feel his claws sink into plating, energon flowing out of the wounds. All this Soundwave knew and somewhere in his own mind so did Megatron but still he didn't realize the implications of it when applied to Starscream.

The dynamic between them had changed recently and now the warlord could not have what he wanted. His lust for carnage had always been sated through battle such that his more pleasure driven needs were fulfilled without actually engaging in any interfacing. But now there was a relative lull in battle and no Starscream around to abuse, the other hobby that kept his arousal at bay. That was why he couldn't recharge and Megatron just couldn't see that for himself.

It wasn't exactly clear what he wanted with Starscream either. Was it more to break the seeker, to ruin his body for anybot else? Or rather the desire for a relationship? Megatron wasn't the type for that, he didn't believe in entangling oneself as that was weak and yet he was focused on the seeker in the most peculiar of ways. Enough so that Soundwave had silently been cleaning up mistakes the warlord had made in his sleep-deprived stupor. A good release, either from battle or interface and then he would be back to normal. The spy would bring it up should the probable persist much longer without Megatron coming to his own resolution.

It was coming up to the time for his nightly flight and this was going nowhere. 'Sufficient?'

"Yes Soundwave. You may go." He gave a curt nod and then left.

_Megatron wants Starscream? I never would have guessed._

_Soundwave: neither._

_He's probably got a size kink or something. Starscream is so small I doubt it would even fit ins…_

_Laserbeak: inappropriate! _He snapped. It clearly amused her.

_Do you think Starscream feels the same?_

_Impossible to know._

_Not impossible. There is somebot you can ask._ She said suggestively.

He paused in the middle of his stride. _Laserbeak: suggests relationship. Starscream, Makeshift?_

_Starscream had to know of Makeshift's orders. He is a fairly passionate mech in everything he does as well as a seeker. He had to have been interfacing with somebot regularly or he probably would have exploded. Although he was always so agitated, maybe he wasn't getting fragged enough. _He considered the theory and realized she had come to a logical conclusion. There was definitely the possibility of a relationship between the two and that thought…put him off. _Master, you're not doing yourself any favors by avoiding a certain fact: Makeshift has probably slept with all the Decepticons who have come and gone from the ship._

_Soundwave: realizes. _He replied with too much inflection and a slightly irritated flicker as he resumed his walk.

_You say that but I don't think you mean it._

_Laserbeak: enough. Disengage._

_Master, may I come this time?_

_Negative. Return to quarters._ She detached herself and flew off but he felt the disappointment before she was out of range. As well as this was going Soundwave would not compromise his symbiont for anybot else. It was in her best interests to remain hidden for now. He had felt Makeshift's curiosity about Laserbeak and the acknowledgement that whenever they were together she was absent. He didn't think more of it than that though and Soundwave was content to let it remain as such.

The flight deck was always empty at this megacycle but he had not expected to beat the other there on this occasion due to his meeting. That powerful, enticing aroma assaulted his sensors long before he saw the shifter walking through the bay doors. His carriage was strong, his gait incredibly smooth, and Soundwave got that sense of appropriate self-assurance as he stalked over to where his partner stood.

He made a conscious decision then, this time unlike all the others, he would not let the shifter escape. Makeshift was physically powerful enough and could maneuver well enough that Soundwave hadn't been able to catch him despite his best efforts. That was something he appreciated, not something he would deny. After all he had originally picked Makeshift for a variety of reasons one of which was his physical prowess. This time though he would catch the other, prove his point with unnatural ease, and he knew just how to do it. He would use intelligence over physicality and that was sure to rev Makeshift's engines while reaffirming Soundwave's superiority. He wanted a partner who he viewed as an equal yes, but he was still a superior being and his intended should never forget that.

Soundwave moved to the deck edge and leapt off, transforming quickly as he took to the air. Instead of descending he rose upward and through low speeds made it clear he just wanted to fly for a while. Not only did the shifter enjoy the chase, but he also just liked to fly and the spy let him have that. He moved silently through the air and slowly descended for a long time until they were only 15 meters above the flat expanse of ground. A light brown, desert ocean of sand that drifted slowly as the forceful winds spread the tiny granules first toward the east and then the south.

Unlike many others who had only distaste for this planet, Soundwave found it to be interesting and in some ways attractive. It had features that were completely dissimilar and yet others that were entirely the same as his homeworld. Cybertron was obviously superior in every way as were its inhabitants but his breed was founded and had evolved with the need to acquire information. Whether or not he liked a particular something, he collected all the information he could and stored it away in his capacious data banks.

When he was ready he allowed his engine to cycle loudly and Makeshift took off recognizing the sound for what it was, a challenge. He didn't follow, didn't give chase. He waited as the mech gained more and more distance until he felt the other's speed level off. Makeshift was probably confused at that point, probably wondering if he had mistaken the rev. Soundwave intended it that way.

Accelerating until his velocity perfectly matched Makeshift's, he tracked the other's signal, timed his actions perfectly, and opened a ground bridge. He didn't warp himself. He opened the gate directly in front of the shifter's distant frame. The swirling portal opened to his immediate left and the other Con shot out right next to him, his field registering confusion and momentarily disrupted positioning sensors.

Soundwave took advantage of the moment before the other could recover. He tilted his body the slightest bit as if to bank right and that just barely brought their wingtips together with a soft clank of metal. The message was resoundingly clear, 'Soundwave: wins.'

Not one to gloat because he found it to be unnecessary, his field stayed neutral but the spy did feel that he had made his point. The moment was short lived however as they flew through a dense cloud of intake clogging smoke and black soot. They were flying low enough that Soundwave hadn't taken into account the factories that littered this state's vacant fields. They came out the other side engines sputtering, covered in filth, the game only half as much fun considering the outcome.

XXXXXXXXXXXXXXXXXXXXXXX

Makeshift was trying to figure out what had happened when he felt the wingtip brush against his. Soundwave had bridged him. He had caught the shifter with the least amount of effort he could have used, processor capability beating out physical strength. The spy knew just how to spin his cogs whether it was intentional or not. He had half a mind to invite the mech back to his quarters and was thoroughly considering it when they entered polluted air space. Immediately his HUD flashed with warnings, multiple contaminants and debris clogging his ventilation system. His engine felt heavier as it struggled to stroke at the correct rate, auto-clean activating in a desperate attempt to allow more air into the intakes.

They both slowed automatically, adjusting their speed to put less strain on their frames and turned toward the Nemesis. It wasn't a long flight back and soon enough they were both transforming seamlessly to land silently on the warship's upper deck. Makeshift immediately looked at his once perfect plating with an almost solemn expression. It wasn't vanity rather irony at having this happen the exact same solarcycle he had tried to look good for the spy. It didn't matter though because the solarcycle and their time together was coming to a close. They would agree to meet again tomorrow and then go their separate ways for the night. Or so he assumed.

'To quarters?'

The question caught him off guard as they had yet to spend time together inside private quarters but for those first few conversations. Did the spy want to speak about something or were they going to do something new? He nodded, not knowing what else to say and moved off toward his quarters. The grit under his plating was scrapping his internal wiring in the most unpleasant of ways, a constant grating annoyance. It would take him forever to thoroughly clean himself, every inch of plating, every seam would have to be sprayed and wiped down. He didn't want to seem rude but part of him just wanted to tell Soundwave that he needed to take a shower and whatever they were going to do would have to wait. Soundwave followed behind him at a respectable distance seemingly unbothered by the dirt on his plating, _ever calm and composed._

He entered his access codes and slipped inside much to his relief immediately relaxing from the constantly restless state he always assumed anytime he left his quarters. The shifter moved into his true quarters relaxing further in the lower temperatures but he turned up the light levels for the other's benefit. He grabbed them both cubes and downed his quickly, ready to get into his shower now. "Commander Soundwave, I require a thorough washing preferably at the present moment."

'Affirmative.'

"Can whatever you wish to discuss wait until afterward?"

'Negative.' He was mildly annoyed at the answer but waved his servo for the spy to continue. 'No discussion.' Soundwave turned and walked into the wash racks, Makeshift following behind growing more and more curious by the nanoklick. Inside the spy stood next to the control pad for the shower, waiting patiently like only he could.

Makeshift's processor fritzed from all of the data it was receiving: excitement, disbelief, curiosity, confusion, arousal…arousal. His plating was set ablaze again, his whole body lit up from his optics and luminescence to the almost visible fluxes of his field. Soundwave…

…Soundwave wanted to take a shower…with him. The thought tightened his lower plating almost painfully, his whole body vibrating and embarrassingly his cooling fans clicked on already. He immediately tried to shut them off only succeeding in making them stutter before he shuttered his optics to prevent visual feedback and focused on keeping his panels from opening. Nanoklicks passed and he fought an internal battle with himself, much more pleasant than any he had ever fought before though.

When he finally calmed, his un-shuttered optics showed him that Soundwave hadn't moved the entire time nor had he shown any reaction to Makeshift's blatantly obvious arousal. _Of course._ He pulled his field in and then made his way over to where the spy stood silently. He gestured for Makeshift to stand under the nozzle and when he complied a hot stream of fluid fell onto his helm and backplates. Instantly there was a loud sizzle as it evaporated against his even hotter plating and filled the surrounding area with a dense cloud of steam. He sighed into the feeling of the perfect temperature sliding down his body and taking the grime with it. He watched as the blackened water circled slowly around his pedes and then directed his attention to the panel. It read five degrees above his normal spark temperature, which meant Soundwave had set it for the shifter's comfort not his own and that was appreciated.

Time seemed to slow down under the warm spray, his chronometer told him the nanoklicks were passing normally but it didn't feel that way. His processor slowed, all thoughts leaving him in his much needed relaxation and he simply focused on the sensations his neural net was receiving. Rivulets of water sliding down his helm, over his backplates, rushing past his aft, down his thighs, and then dripping onto the floor before they were spun into the drain. More water trickling into seams, sand being removed from between bundles of circuitry as those streams made their way to the drain as well. His cooling fans whirled in approval and intake piping closed off to prevent liquids from entering sensitive systems but still enabling them to be flushed out. The shifter was the epitome of contentment in that moment, his field registering pure bliss and his frame absolutely relaxed.

He was thoroughly disappointed when the spray shut off probably the spy's signal that he was ready to trade places but he was pleasantly surprised that this was not the case. He felt the cool brush of acidic solvent on a soft cloth slide up one of the larger spines protruding from his back. _Oh, yes._ Sensors blazed to life that had never been touched in such a way before by anybot. Soundwave, the mech he desired, the mech who had pursued him, was in the shower washing him. _Primus,_ he couldn't get more aroused than he was right now. The cloth stroked down and up again, alighting every sensor along its way as he shuddered in pleasure. His spines were one of his more sensitive areas and the gentle touch could only be called exquisite.

The servo moved to another spine and stroked up and down oh so slowly once again. This time the servo took up a twisting motion as it slid and heat shot through him again. He couldn't help but notice Soundwave was stroking his spines similarly to how you would another part of the frame. _Oh Primus! _He shuddered again hard and threw his servos up against the wall to keep his balance because his knees joints went weak.

Soundwave kept going, kept smoothing the cloth up and down his spines. Each one was left ultra-sensitized after the treatment and he was desperately trying to keep his intaking even and keep any sounds from escaping him. Scrap it was hard. Finally, the spines on his back were done and although it had felt so good he was almost glad it was over, he could barely keep himself on his pedes as it was.

The cloth didn't stop though, it dipped into his right shoulder seam and ghosted along the inner circuitry. He did groan then, he couldn't help it, pit he was on fire! The cloth moved and he shivered each and every time. Every seam was lavished with attention, every inch of his plating caressed, and he could do nothing but lean against the wall and groan lowly in pleasure. Down his neck, out across his shoulder spikes, down each arm; the cloth left no nanometer untouched, delved into every seam, every crevice, every overlap of his plating. Those long, nimble digits worked the cloth carefully around every sharp point and razored edge without ever once snagging or tearing.

They moved to his backplates once again and continued downward skipping his aft and going straight to his thighs. Soundwave's arms were so long he didn't have to bend over to reach his lower leg paneling and the attentive caresses never ceased, never even stuttered. He was almost delirious from the wonderful sensations that he barely heard the slither of a feeler leaving its casing. Long arms or not, they were the same height so Soundwave couldn't reach all the way down to his pedes without help. With the same precision and uncanny ability to know every curve of his plating, the feeler finished the backs of his legs and then curled around the front.

It followed the curves and angles of his body as it moved up first his right leg and then the left. The spy avoided his codpiece but he did rub along his hip plating, back and forth, over and over before finally dipping into the gap between outer armor and protoform. Makeshift's hips bucked involuntarily from the feeling and he knew he probably looked desperate but at that moment he cared not. The shifter cared only for the feel of the other, the feel of Soundwave touching him, and Primus did it feel perfect. Leisurely the tentacle slid up his abdominal plating causing him to feel that excited flutter and then it was rubbing along his chestplate.

When his plating was finally done, every nanometer treated and covered in cool solvent, Soundwave removed his feeler and turned the spray back on. The water gradually began to cleanse the clinging liquid from his frame and any residual grime with it. From the corner of his optics he could see the cloth being hung up again but lithe digits returned to his plating unhindered. They smoothed along his frame just as the cloth had done but this time they were naked against him and that had him panting again.

As Soundwave's digits moved along his body expertly, he noticed that they were not explorative. They were not being used to arouse him, to map out his frame. They were being used to soothe him, to show him appreciation. He realized then what the spy was secretly doing, or maybe it wasn't a secret but Makeshift was just slow to figure it out.

Although they had never spoken about it out loud, undoubtedly Soundwave had heard the shifter thinking about his lack of identity. About his self-consciousness, his lack of contact while being himself. The spy was telling him that he wanted Makeshift for himself, not for anybot else. He was showing appreciation to his frame because it was necessary for him to know that Soundwave wanted to touch his frame, no bot else's. It was one more thing in a long list of things the spy had done because Makeshift needed it, needed the reassurance and affirmation that it represented.

All good things must come to an end and this was no exception. The water shut off and Makeshift was left to regain himself for many moments. When he was able to he stepped out of the way and let his partner position himself under the nozzle as he input the commands to reengage the water on the control pad. Makeshift watched as Soundwave set to work cleansing his own frame. His servos were no nonsense now as they spread the water along and went through the preliminary effort to remove the dirt. He saw a tentacle slither out and grab the still hanging cloth that was slightly behind the spy's body, dispense a small amount of solvent, and disappear in front of the frame.

Watching Soundwave cleanse himself was almost as hot as feeling those servos move along his own plating. He was hesitant to do anything because he was always worried about how the communications specialist would take the gesture but right now he wanted to return the favor. The water shut off, which signified the spy's intent to begin cleansing his frame with the solvent, so Makeshift moved up behind him and tentatively touched his thin shoulder. He turned to look at the shifter and their optics met, neither willing to let the gaze go. After several moments, he took the cloth from the tentacle's grasp and laid it against the other's backplates. They continued to stare for a little while longer before Makeshift turned his gaze to survey his work and Soundwave turned back around to face the bulkhead.

He moved along, an echo of what Soundwave had done for him, every movement calculated, every touch laid in the perfect spot, the perfect way. The other's frame had long since been memorized and he knew just where every line, every overlap was. He applied a little more force than the spy had and turned the act from simple washing to a gentle massage. Makeshift felt the smallest amount of tension leak out of the frame he was caressing and that told him he had made the right decision.

His overwhelming arousal had faded to a mere flicker. It wasn't that he appreciated the situation any less, it had simply become more comfortable and relaxing than arousing. Some part of the shifter appreciated that even more.

He continued rubbing sluggishly while his and the spy's fields slid up against one another lazily, the other mech's fluctuating slowly until they finally merged for the second time. His servo stilled and he intook harshly as he tried to get used to the feeling of a unified field. It wasn't the same as a spark merge or a bond, their minds weren't coalesced, but it was still as if they were inside of each other in a way. He could feel his own emotions as well as the spy's; contentment, relaxation, appreciation, arousal, tension, anxiety. It was impossible to tell who was projecting what but the entire field was laced with an underlying chord of calm that he was almost positive was coming from Soundwave. It felt so peaceful, so serene, that he was envious of the spy for a moment because that was something he had never had.

The envy reverberated through the field, harsh against the other emotions and the spy turned to fully face him. He pulled back, both body and field, but he wasn't experienced at changing his field's frequency so he couldn't disengage from the other, which made him grow more apprehensive. Soundwave sensed the change and drew his field in immediately although outwardly he never changed, never showed that anything was wrong.

As soon as he was alone inside himself again he felt better. The moment had been so perfect though, the spy had shared something with him, and he had ruined it. Makeshift didn't want to further ruin their time together so he placed the cloth back against the other's frame, against the chestplate now in front of him, hoping it wasn't unwelcome.

He paused again before the concentric circling had even begun, his optics sweeping upward to find Soundwave's visor focused intently on his faceplates. He held that gaze for what seemed like an eternity, focused on the blank mask, which told him everything and nothing. Never before had staring been so meaningful, so purposeful. There were so many things he didn't understand about the spy, so many questions that he was starting to realize would probably never get answered but…that was ok.

Field returning to its relaxed state, Soundwave's soothing one leaching back outward against his, he tore his gaze away and returned to his task. The white cloth looked sharp against the liquid black and purple frame, a mesmerizing sight as his servo swept onward. His motions never stopped but he heard a buzz of static that prompted him to return his gaze to the blank screen. Sure enough, he found the word, 'Conversation?' printed there. By now nothing the spy did should surprise him but somehow it still did and he could only nod his assent because he didn't know what to say. 'Topic?' Another hard question.

"You pick," he said still focused on his work. His optics vacillated between his servo scrubbing the luminescent protoform and the visor as it 'spoke' for the spy.

'Makeshift?' it said next.

"What do you want to know?"

'Everything.'

"Hardly seems fair that you get to know everything about me and I know nothing about you."

'Alternate?'

"Take turns spilling secrets?"

'Affirmative.'

"Ok, you first." He wondered how much information the spy would really volunteer but he was intrigued to learn more nonetheless. Makeshift had many questions, maybe if he could just phrase them correctly the spy might be generous with the details. _Unlikely._

'Makeshift: origins?'

"I'm from Tatmovarum at the base of the Manganese Mountains, which you already know," he replied. It wasn't forceful, simply a declaration that he was well aware that Soundwave had performed research on him but it was almost a question at the same time. Why would he ask about something he already knew the answer to?

'Makeshift: question?'

Apparently the spy was not going to respond to the implication but that was fine. "Where do you originate from?"

'Answer: unknown.'

"So you are not going to answer my questions?"

'Negative. Soundwave: does not know.'

"How do you not know where you come from?" He received a data package, the answer being longer than what was comfortable to read across the visor, which made him pause. Soundwave had been abandoned before his memory banks had even developed, his Carrier and Creator unknown to him, and he had learned to survive on his own. His first viable memories were of growing up on the outskirts of Kaon, an orphan others had no patience for. It was completely informative, no emotional inflection could be felt at all.

Makeshift returned to his work because he wasn't sure of how to respond. He wouldn't pity the spy, he wouldn't disrespect him with such an action but he also did not want to appear like it meant nothing to him. His own sparklinghood had been a joyous one, something he had always been thankful for.

'Makeshift: Carrier, Creator?'

"Silentspine and Shadowshift."

'Treatment?'

"They were good to me. More than good really," he sighed then, slightly saddened by the thoughts of his Carrier and Creator. The pain of their passing was ancient, buried away deep inside him, and it barely registered anymore but it was still there. It must have been apparent though because he felt something graze his cheek and when he looked up that something was Soundwave's digit tips.

As always any thought he had vanished under that light contact and his frame thrummed a few nanoklicks later with an intense shock of electricity and heat. The upper portion of the spy's frame had long since been cleaned, he only continued so that the moment would not end, but his lower body hadn't been scrubbed. The thought shot through him like lightning, his cooling fans twirled loudly, and coolant began to circulate from the constant heat applied to the frame. His visored optics closed, frame shuddering lightly. He wanted Soundwave, Primus he wanted the spy so badly. _Why? _Why was he so hot for his commanding officer? Did Soundwave feel the same?

_One way to find out._ He dropped his helm down to his own chestplate, intook deeply, and then sank to his knees as gracefully as was possible. Thankfully he had had a generous amount of practice in this area and knew he could make the movement enticing. When he was there, he set about cleaning the spy's pedes as if nothing had changed and tried to keep his arousal in check. He worked the cloth back and forth, in and along cables and circuitry bundles all the while allowing his other servo to roam freely, caressing the plating splayed out before him.

A pleasant humming had been taken up by Soundwave's field, it wasn't aroused but neither was it relaxed. Makeshift took it as a good sign and kept moving ever upwards bestowing attention upon every nanometer of the spy's powerful frame. He reached the joints between thigh and interface array that were hidden beneath the flared hip plates but skipped over the area intentionally as Soundwave had done to him. He moved instead to the flat planes of the detached hip plating sliding the cloth along in the same manner. He had never considered it before now but he contemplated how the spy's array worked as his hip paneling flared out, around, and down such that the interface panel beyond was hardly accessible.

Unfazed by the conception, Makeshift pulled the cloth away and laid his left cheek against the warm hip plating and rubbed up and down. The quiver in his own field left his intentions unmistakable and he felt quiet digits press against his exposed cheek for the second time that night.

Soundwave was watching him keenly and Makeshift, on his knee joints, stared back raptly, waiting…waiting for the spy to respond. Always before his arousal had been obvious, he knew that, but he had never made this specific intention known, never tried to engage the other. He faintly recognized that he had only made a few moves himself, he had been allowing Soundwave to take the dominant role. He didn't mind that in the least except that Soundwave didn't seem to have any urge to interface at all, he had the control and patience of Primus himself.

Cycles passed, solvent dribbled down the now untended frame, servo still pressed against the cool faceplate, and their optics never wavered. Eventually a brush of the other's field let him know he was being politely rejected before, 'Too soon.'

Everything about him stuttered in confusion, his mind, his intake, his fans, before he withdrew in upon himself, unsettled by the turn of events. Polite or not, it was still rejection and it still hurt. Insecure was not apt enough to describe the emotional onslaught that plagued him. He had thought the spy wanted him in return but he had been wrong, very wrong. Makeshift realized the spy's servo was still on his face and pulled back immediately as if he had been struck.

He dropped the rag and fled the racks in favor of his berthroom, only too happy to escape the humiliation that had just befallen him.

Sometime in the beginning of this he had promised he would expect nothing from the other but somewhere along the way that promise had been broken without his knowledge. Soundwave didn't want him, which had become blatantly obvious to him. The spy was doing this for some reason that he cared not about. The emotional turmoil he was so famous for faded almost as quickly as it had come and he was left in a state of exhaustion. Anger seemed the most logical response but he didn't even have the energy for that. All he wanted to do was recharge, recharge for an eternity. Never leave his quarters again because this life Primus had granted him had always been a cruel joke anyways. Even crueler was that he couldn't even have that as the door to his quarters pinged. He wanted to ignore it but it pinged again and then kept going.

Why did somebot need him and why did it have to be right now? The incessant pinging let him know that the mech wasn't going to go away until he found out what they wanted. Reluctantly he headed back through the wash racks but found them to be empty. Out the door, through the hallway, and inside his false quarters, there stood the spy by the door. Freshly cleaned, frame still wet, the scent of his plating wafted over to make Makeshift's body react against his will. The tightening of his frame only pained him more and he closed down even further until he was nothing more than an empty shell of his former self.

He scarcely recognized that Soundwave had moved to open the door to his quarters but he tried to make himself focus passed his misery. He succeeded enough to hear the sweet vocalizations of an irate femme. "Soundwave," she almost growled, "Where is the shifter? I must have a private conversation with him."

…

"Make him available. This charade is a waste of my time and I want what was promised to me."

Why was he fighting this? It was apparent Soundwave was only doing as instructed, protecting him from Airachnid. He started for the door because this had become a pointless affair. Flawed or not, perverse or not, if Soundwave wasn't going to give him what he needed then he would rather have back what he had before. At least for a few moments he could fake it with Steve and maybe he even felt something more than that. He wasn't sure.

He stepped up next to the spy in the spiderbot's field of vision. "What do you want Airachnid?" he asked. It wasn't forceful, it wasn't angry, it was nothing. His entire persona screamed of exhaustion and resignation but he couldn't muster more than that. He felt so hallow on the inside.

"I was just informing Soundwave that we are due for a discussion. It would be wise if you made him leave."

"Commander Soundwave does whatever he wants," and his voice was bordering on grief-stricken. The double entendre was unintentional and yet apt nonetheless. He could see the spy face him out of the corner of his optics but he didn't react, emptiness suppressing reactivity.

Her optics blazed with anger at that. "I do not care what is going on here or what Soundwave is trying to do in this situation but I will have what I desire. It has been deemed that I may utilize my assets as I see fit and I shall do just that."

Soundwave was still looking at him but he refused to look back. He wasn't sure how to respond to Airachnid's comments but he didn't get the chance anyway. The spy faced the femme. With a tone of hardened finality, superiority, and a heightened sense of conviction not even Lord Megatron could exude. Through the field as a forceful shove. As a data package that exploded in the processor. Through the implantation of Soundwave's own thought into their processors by utilizing his telepathy. One angry, possessive, protective word resounded powerfully through their bodies, impacted their frames to send them reeling, and tore a burning tract of pain through both Makeshift and Airachnid's processors as a thick tentacle wrapped around Makeshift's waist and tugged him in against the spy's side.

_SOUNDWAVE'S…_

_…_and the disregarded femme was cut off from their view as the door slammed shut right in front of her faceplates.

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**Damn I fragging love this chapter! Soundwave, you… I don't even know what to say.**

**Ok so I dropped some plotline hints in there that I hope you guys picked up on. **

**Thanks for reading. Comments are appreciated whether you love or hate it.**


	9. Discharge Your Reality

**Guest review 9/19/13 Chapter 8-** Can you be more specific about what you did not understand for me? I would love to clarify whatever it is. I can't reply to you in any other format but to leave my answers here or as a review so I want to be sure I know exactly what you are asking for.

**AnonymousGuest-**Thank you so much! I appreciate you taking the time to review. I'm glad you appreciated that as I worked hard on getting that relationship to feel real because Decepticons as friends is always a slippery slope. He is sneaky isn't he? I might explain exactly how it worked or I might not. Just depends on if it is relevant in the context. I like playing with Steve but since he is a fandom creation of a set principle, utter devotion to Starscream, I wanted to respect that. Oh have I got things planned for you guys. All I can say is that this fic. is far from over and I like to play in the dark. Honestly, previous chapters completely hint at what is to come.

**As always much love to everyone who has given me their thoughts on this. I could not ask for a better set of fans. You guys rock my socks! Keep being awesome and I'll keep churning out more chapters. Honestly I squeal like an idiot whenever I get that email that says I have a new review. People stare at me funny :)**

**So this and the next chapter started as one but it was starting to get really long so I am going to let you have this one first. It's on the shorter side but I think it makes up for it in content. All I can say is…Finally! **

**That also means the next chapter is half-way written so that's a plus but it will also probably be on the shorter side. I wanted them to be one because I think it is more dynamic that way but there is just too much going on so…**

**My fall break is this weekend through next Tues. so I'm going to try and get some serious writing done for all of my fics. *Crosses fingers.**

**Chapter Warning-**Consensual sticky b/w 2 mechs (You know you wanted it)

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**Chapter 9-Discharge Your Reality**

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The door had rung with the force of repeated blows and angry spewing came muffled from the other side for 1 cycle 56 nanoklicks by his chronometer. Eventually the noise tapered off and the distinct sound of tampering began as the femme tried to hotwire the panel to let her in but Soundwave's locking codes made the room impenetrable. There wasn't any risk of Airachnid getting inside unless she blasted her way through and that was extreme given the situation. Most likely she would tire herself out soon enough and leave for her own quarters brooding over her inferiority.

Soundwave didn't care, not in the slightest. He had staked a claim on his property with a message that had left no room for misunderstanding by either receiving party. Makeshift wasn't his yet and there was no guarantee that he would be but that was inconsequential as far as Airachnid was concerned. She didn't need the facts, she needed to be educated on her rightful place and that was what he had done. The femme would need to find another way to entertain herself that had nothing to do with this mech or these quarters from now on.

Silenced rained down upon them as finally the femme gave up and left, her tracking signal confirming the theory as it moved down the hall and descended 4 floors. The shifter had remained still, quiet, and empty throughout the process and when the femme was gone the situation remained unchanged.

He had tried to be as gentle as possible with his refusal but Makeshift had taken it badly nonetheless. It wasn't that he didn't find the shifter attractive but rather that he needed conformation in every way possible that this was going to work first. He would also need to speak to Lord Megatron soon if this was going to culminate in a relationship as it seemed as of right now. He hadn't relayed this to Makeshift so he had interpreted it as rejection, a declaration that the spy did not want him like he so thoroughly believed despite their time together.

He was positive that it stemmed from his partner's insecurity and the poor self-perception he had developed from his stellarcycles of being used. Soundwave had only gathered snippets of information as they leaked over but he would request the full story before the courtship was completed. Although Makeshift had accepted the inevitability of the telepathy's outcomes he would not pry into another's mind uninvited unless absolutely necessary as that was impertinent.

Slowly, he began to retract his feeler, which was still wrapped around Makeshift's slim waist, and he allowed it to slither along the other's frame teasing the sensors. The shudder he received in response to the act was… gratifying. More and more he realized that part of what had attracted him to the shifter in the first place was the mech's blatantly obvious appreciation and reactivity to not only Soundwave's touches but his intelligence as well. It made him feel dominating and claiming ownership over what you viewed as your property was an important foundation of his breed. When the object of that claim not only readily acknowledged your possession but craved it…his frame heated just at the thought.

The shifter was doing a poor job of trying to hide his own arousal as it had flooded back immediately when motion had returned to them. He was hyperaware of everything his partner's frame did and Soundwave could feel every ensuing response to an emotional shift. Despite all of the negative emotions that had befallen him since the perceived rejection, the other mech was still thoroughly turned on by the spy's presence. A fact that Makeshift thought was inappropriate given the turn of events earlier and was now trying to control. His thoughts hailed outward in a frenzy and Soundwave could feel his internal struggle with his uncooperative frame. When the first drop of lubricant beaded on the inside of his valve wall he abruptly turned and headed for his hidden quarters again.

Soundwave followed silently behind recognizing the shifter's need to escape but calculating the likely outcomes to this situation. Allowing the current perception of what had occurred inside the racks would be damaging to the courtship. Unless the shifter was no longer interested now that it had happened, which was acceptable. Either they needed to discuss this or they could terminate things just as easily. Algorithms written, calculations made, results deduced; he moved for the berthroom door.

Inside, he found the other leaning against the wall with his back to the door and concentrating intensely on nothing it seemed. The younger mech didn't seem tense, his laid back posture spoke more of acquiescence than anything else. It was a stark contrast to his excited and slightly agitated state from nanoklicks before. It seemed the initiating factor was the spy's presence and it was strong for as soon as he had escaped he was in control once more.

Another gratifying piece of information, that the shifter could barely control his desire around Soundwave.

"You know? I came in here to be alone," he said quietly as he turned back to catch the spy's response.

'Affirmative.'

"Then why are you here?"

'Resolution: needed.'

Harsh, sarcastic laughter bit into the room's silence as Makeshift faced him fully. "Resolution? I think it is very clear what is going on here. I want to frag and you are not interested so it's probably better if you just go," he remarked with quiet anger.

'Perceived rejection: incorrect.'

"Really? Then tell me you want to frag." Silence…

Makeshift's quiet anger came out in full force. He stalked over, field whipping outward with irate flashes, stopping only a few meters in front of Soundwave. "Tell me, how long are you going to keep up this charade? I'm aware that Knockout's words swayed Megatron. Did he order you to do this? To keep Airachnid off my back so he could look like it had nothing to do with him whilst still appeasing as many of his officers as possible?"

Soundwave froze because the explanation was entirely plausible and very much something Megatron would have done if he had thought about it. Many things fell into place as he now recalculated the shift's behavior with the new information. In addition to all the damage he had sustained through his orders, Makeshift was also dealing with this turmoil. He thought Soundwave was doing this under orders, doing this to keep everything in the best light possible despite the fact that that would mean the only one who was pained by this fallacy in the end would have been the shifter.

In trying to keep from prying into his partner's thoughts, to avoid breaching the line of privacy they had established, Soundwave had missed a crucial fact. A fact that Makeshift had been letting define their relationship in his own mind despite how much he wanted it to be wrong. The younger mech was suffering from the questions and insecurities that had built up in his processor and the spy had been mostly unaware. Strange to think he could have missed so much given how many of and how often Makeshift's thoughts and feelings leaked over.

This all explained Makeshift's absolute disbelief in Soundwave's intentions toward him and this revelation was…sad. Makeshift valued himself so little, thinking himself so beneath Soundwave, when he was in fact a prize to be had.

The younger mech stilled, his next words dying in his intake as Soundwave laid his digits tips against the gleaming chestplate in front of him. 'Negative,' he replied to the earlier query. The frame shuddered but Makeshift's faceplates did not reflect the emotion that normally complimented that movement. Instead they were tortured, pained in a way that was unexpected until he caught the thoughts flowing about. The shifter didn't believe him in the slightest when he denied Megatron's involvement. After all, why would he, Megatron's right servo, engage in a relationship against the will of their master? Why would he disrupt Megatron's plans by denying Airachnid access to him, potentially causing the already border-line femme to betray them? Why would he do any of that, let alone the fact that Soundwave was cold, calculated, and the most unfeeling mech he had ever interacted with so why would he give a scrap about anybot else?

"Why are you doing this to me?" he choked out.

The spy felt an awkward sensation within his spark chamber when his audio receptors heard those quiet, defeated words. When he had first begun this whole thing he had set out to solve his association problem not engage in a courtship display. Despite the circumstances separating them, things had progressed well and yet it seemed in the end he had only made the situation worse. The abnormal sensation in his spark hit again when Makeshift's next thought permeated his processor unimpeded, _he torments me more than she ever did. _

Moments passed as they stared at one another, one in pain and the other perplexed. The shifter was broken in so many ways, needy, requiring reassurance and none of that was likely to change soon. He was complicated, irrational, not the type of bot he wanted in a partner, and yet…he was reluctant to end this, whatever this was. Soundwave felt something for Makeshift that he didn't understand, something that he could perform no calculations on and that confused him. He was not often confused, always in control…but not now.

Maybe it was a moment of weakness in his long vorns of being infallible. Maybe it was because this really could work and their time together only reaffirmed that. Maybe it was because he didn't like seeing the other in pain…

…Or maybe it was just that Laserbeak was right, that she did know him well, for he wanted Makeshift and his resistance to the idea had quickly drained away. His decision was made.

He moved around the shifter toward the berth his intentions obvious in his processor but no pedesteps sounded behind him. When he turned back toward the other he found a hollowed form facing him, faceplates blank and field pulled in tight. Soundwave moved back toward him and firmly grasped the other's hip plating, careful to avoid the jagged edges, to which he received a jerk of surprise. He gave a tug that pulled the shifter off balance and he took a step forward to catch himself lest he fall. Again he pulled until the younger mech understood what he wanted, disbelief marring his faceplate as recognition set in. With minimal resistance as if he was suddenly uncertain of the situation, Makeshift allowed himself to be dragged along until they had backed up fully to the berth.

When he felt the back of his knee joints graze the metal edge, he sat down comfortably and practically yanked Makeshift into his lap, straddling his partner's legs around his thighs. He felt the sharp sting as the shifter's plating bit into him at every point where they touched but the deadly aspect of his partner's frame only heightened his arousal. Never before had he had the opportunity to interface with a mech he considered a threat and therefore worthy of his attentions. The feeling this knowledge evoked in him was feral, a baser instinct amplified in his core programming to pursue the best mate he could find as his superiority could hardly be matched.

The other mech's plating was starting to burn uncontrollably and his own was not much better as they both settled into their new positions. Makeshift's sharp claws moved to rest against his chestplate and his optics continued to stare at his servos seemingly unseeing.

The mind that kept touching his was erratic, incomprehensible in its fluxes and he didn't bother to try and understand any of it. He waited.

Claws clenched down tighter and tighter on his chestplate, soon the metal would collapse, but the shifter came back to himself in embarrassment and transferred his grip elsewhere. The thoughts calmed almost instantly and then his optics locked onto Soundwave's. Something about that face, that expression, those bright, white optics, everything captivated him in that moment. Laserbeak would gloat when she found out about this because she had been right again, the optic contact was going to be perfect.

XXXXXXXXXXXXXXXXXXXXXXX

…

…

Makeshift's processor wasn't working correctly…or was it? The data it was receiving was confusing, concluded to be hallucinations. Something was affecting the optical and tactile sensors because this could not be happening. He couldn't convince himself that he was actually sitting on top of Soundwave's lap. The spy was beneath him, beneath him such that their panels were only centimeters from touching…

_Primus_, the heat shot straight through him, his claws clenching almost painfully against the other's chestplate, the very real chestplate. _This is actually happening._ The metal under his claws gave a soft noise and he let go hurriedly before it crumpled beneath his crushing grip. He placed them against the bed instead and then shifted because his knee spines were scraping against Soundwave's hips and he could see the slight trails of energon he had made. Makeshift was unsure of what to do now because he had just damaged the other Con's perfection with his poorly designed frame. Would he be mad, would he end this now? Slowly, not fearfully but deathly hesitant, he turned his face up to peer at his partner's visor. He could see nothing…

…And yet he could see everything.

His optics refused to move from Makeshift's faceplates, something kept them there that he could not identify. He didn't know why staring at the other was so comfortable and pleasing to him; none of his data banks held information that could provide him with an answer. What he did know was that Makeshift stared at him and he stared back both reluctant to let their optics waver even for an astrosecond. It felt good in ways that he hadn't even considered. This prompted him to release his telepathy and his field because he wanted to feel more. He wanted to feel Makeshift in every way; feel the shifter's frame, spark, and field, all so very hot against his own counterparts.

The searching field slid up against him and Makeshift allowed it to engulf him completely. He wanted to be surrounded, smothered by the other's presence. He wanted to bask in the perfection that was Commander Soundwave. Perfect Soundwave, who he just didn't deserve. A mech like him should never have even been able to touch such perfection and yet here he was. The mech of his dreams was giving him permission to not only touch, but to feel and smell and taste.

Both fields were white hot, dripping with arousal, and pushing against one another in such a way that was almost tactile. He felt the tell-tale fluctuations and his spark fluttered when Soundwave merged with him again. Every part of him felt pervaded by his partner, every inch of his plating was caressed by the other's sweet existence.

They sat together so close, yet no nanometer of their plating touched, while they felt each other. Their frames were pouring off heat into the surrounding air and both sets of cooling fans clicked on loudly in the silent room. Time passed uncounted as they acclimated themselves and finally Makeshift was completely open to him. He felt the shifter's arousal and awe of the fact that he was in such a position with this specific mech. He felt disbelief at the situation and bewilderment that it was all happening. He felt the insecurity and worry that this was all a lie, how much he wanted it to be real. He felt…the pain of every past interface, every false pretense…every rape.

Everything about Soundwave stuttered. He couldn't lessen the blow that was his anger at that discovery and it overtook their combined field in an instant. Makeshift flinched and started to pull back but Soundwave stopped him by printing, 'Rape?'

He nodded slowly not wishing to admit it but there was no denying that Soundwave had heard his thoughts. 'Explain.' It was issued like a command but through the field Makeshift could feel that it was actually more of a request.

By now he had learned more about the other mech's gift and he knew that when they were both in such a state of arousal and strong emotions it was going to be much harder for him to control. He would be completely exposed like a gaping fleshling wound, every admission completely bare for Soundwave to hear whenever they interfaced. Every thought, every feeling would move between them in a one way slide. 'Affirmative,' the spy replied to his unvoiced acknowledgement.

Telepathy was Soundwave's curse to bear, not Makeshift's, and his privacy would forever be at risk but he didn't care anymore. In fact in this moment it would be an asset because he didn't wish to hear himself speak of such memories but he could show the other much more effectively than his words ever could have. He accessed long suppressed memory files from his late mechlinghood and allowed those painful moments to replay inside his processor as clear as if they had happened last solarcycle.

The nanoklick he had heard the word rape his arousal had waned to a dull ache but when the memory started to leak over to him it disappeared like lightening. It was vivid in its details and overwhelming in its clarity. There was pain from being beaten, from being forced to shift, and then shame from being taken in such a manner. There was his Carrier and Creator's horror when he finally made it back home in the condition the other mech had left him in and when he admitted it had been going on for a long while. Next there were lessons on fighting that led to the fierce enjoyment of battle and for the efficiency in which it had worked those first few times. But then there were assailants in groups and that brought a new wave of guilt and shame.

With each passing memory Makeshift grew more and more certain that Soundwave would view him as a used and disgusting mech. He already knew what Makeshift had been doing these vorns on the Nemesis and this only added fuel to the flames. Why would any mech want him after he had been with almost every Cybertronian that had ever been on the ship, used like a common pleasure drone? No bot else ever had so it was easy enough to conclude that neither would somebot as perfect as Soundwave.

The last thought stood out to him as he had heard it before but never recognized the implications of it. He paused the other's self-deprecating thoughts with a firm servo against his backplates that rubbed calming circles against the heated metal. The shifter's optics refocused so he was actually seeing Soundwave again and he printed, 'Makeshift: never as self?'

The answer was quite clear. His arousal surged back with a vengeance as he realized he was going to be Makeshift's first. He was a possessive mech in every sense and had never like the idea of sharing his property with everybot. The fact that Makeshift had been with so many had always put him off but others had only had his frame. They had had him as other mechs they desired, fantasies and fallacies, but no bot had ever had Makeshift. No bot had ever possessed him, possessed his mind and that made his long dormant interface array hum to life.

The heat that returned to the spy's plating did not escape his notice but he could not understand why. His confusion must have been felt for he was supplied with an answer, 'Makeshift's: first.'

"You are not my first," he said. The words seemed so shockingly loud for it was the first thing that had been said out loud in a long while. _Why does he think that…oh._ _Oh_.

And with that realization Soundwave surged. He dominated his partner while simultaneously directing him with a practiced ease. His servo moved down to cup Makeshift's aft and pulled him closer despite the slight discomfort in his arm joint at the awkward position. He heard a snick as Makeshift's panel slid aside already and hot lubricant dripped onto his own steamy panel. His olfactory receptors dilated as the heady aroma hit them and his processor fluxed like a growl in its anticipation. His Cnidactiner programming went wild and the urge to claim, to own pressed him forward. His processor could only think one thing, _Soundwave's_.

There wasn't going to be any exploring of each other's frames, no foreplay or preparation. The only thing either of them desired in that moment was for Soundwave to be inside of the shifter. His own panel clicked aside allowing his fully pressurized spike to slide out in between their bodies.

The feeling of that hot, hot metal sliding up against his abdominal plates had caused his optics to shutter, his helm to fall backwards, and a low desperate groan escaped his vocalizer. He lifted his hips, Soundwave's thin servo on his aft guiding him up, and then slowly he sunk down on the most perfect spike he had ever felt. Each nanometer that he descended down that hard metal had him keening in pure ecstasy. The flared head was stretching his valve open but not without difficulty as his plating was not readily shifting open to admit the intruder. Despite the fact that he himself was quite experienced, his own valve was unpracticed and new to all the stimulations. It remained tight around the spike as he slid down and sensors he didn't even know he possessed were stroked for the first time.

Makeshift kept sliding himself down, his valve opening more and more, frame shuddering in absolute bliss as ridges rubbed up against his wall sensor clusters. "Uh…Commander Soundwave…" he groaned. When finally he felt the spike strike the back of his valve the electricity paralyzed him momentarily and then he sighed in pleasure. The electrical buildup was burning up his circuits, his frame was ablaze, and the heat just kept rising. His cooling fans whirled loudly, hitting their apex speed in their efforts to dispel the heat to no avail.

He didn't know whether it was his own intense desire for this mech that was turning him on so much or if Soundwave just felt that slagging good inside of him. Either way he knew this was going to be a processor blowing interface. He finally regained his composure, ready to blow Soundwave's processor in turn but his thoughts were put on hold when finally his optics reconnected with the visor.

Time slowed for the second time that night as they stared at each other.

Once again he was lost on the explanation but staring into Makeshift's optics was better even than sinking his spike into that newly penetrated valve. It had quickly become purposeful and iconic between them, something only for them. It was a way to say everything and nothing at all; a way for them to communicate without communicating anything.

Cycles passed and the universe melted away around them. There was nothing but two mechs lost in each other, forgotten by the rest of the world to which they were perfectly happy.

After 10 cycles an almost playful smirk graced Makeshift's lip plates. "One of us is going to have to move or this is never going to work." Soundwave nodded, let go of his aft, and leaned backwards until he was splayed out contentedly, resting his weight on his forearms. His message was clear, you move and…I'm going to watch. Primus, for a bot who almost never interfaced he sure knew how to turn a mech on for that was the sexiest thing the shifter had ever witnessed. He groaned his appreciation of the sight. "Commander Soundwave. You are so hot."

Despite how impossibly tight he already was he still clenched his valve as he lifted himself up dragging the spike along every nanometer of his valve walls. At the very top he let the spike slide out of him for just a nanoklick and then he lowered himself again. When he reached the end of his valve again he ground down to fully seat Soundwave inside of him and rub their heated plating together. The spy was just this side of too long and the forceful grinding managed to bring their bodies flush against one another. His action was rewarded by the spike physically contacting his deep inner node. Their complimentary parts initiated a connection and electricity as well as coding poured out of the spike and moved into him. One of his servos shot to his abdominal plating as the sensation stemmed from the initial site and surged throughout his body. "Commander…you're so...deep. So…uh Primus!" he professed, his helm thrown backwards from the intensity of his bliss.

His vocalizer never emitted any noises itself, but the sight of Makeshift's servo laying against his abdominal plating caused his entire frame to shudder and growl in its own way. It was gratifying to think that he filled the shifter so well, that he went deeper inside him than any bot that had ever come before him. It made him feel dominating and possessive all over again, which caused his arousal to intensify and shoot through their combined field.

Makeshift returned his attention to Soundwave's faceplates after the field shifted and that smug smile found its way back onto his face. Despite how good fragging the shifter felt, it was the cocky smile that he would remember when this was over. It was the closest his faceplate's had come to that original, easy going smile he once sported and the denotation that Makeshift was returning to the confident, proud mech he once was.

When the younger mech pulled up again, he transferred his gaze to their joined arrays. Soundwave groaned internally at the sight of himself plunging in and out the other's frame, disappearing into the wet heat and then reemerging again. Silver lubricant dribbled down his spike and pooled on his pelvic plating as the shifter slid up and down, each nanoklick that passed pushing more of the fluids out.

Finally his plating shifted completely to hold the spike surrounding him tightly but still letting it move freely with the help of his lubricants. When he saw Soundwave glance down at their joining he made a guttural sound as he picked up the pace. His hips bucked quickly, lost in the feeling of the spike penetrating him, moving inside his body. The ridges caught the smallest bit on grooves in his valve, scraping along as he moved, sending thrills throughout his frame. His body was filled over and over, each movement ending with that delicious connection between spike tip and inner node that flooded him with heat. His circuits were almost at maximum capacity and still he moved.

He never wanted it to end but he could feel his overload coming. Soundwave must have sensed it because he lifted his gaze from their pelvic area to Makeshift's face and as soon as their optics met the shifter went over the edge.

As the first spurt of electricity began to discharge, his processor lost all functions and he moaned harshly into the blissful feeling. His servos clenched into the berth sheets, helm thrown back, and still he moved trying desperately to please his partner even through his climax. The cascade flitted through him as every sensor he possessed fired in rapid succession, his valve clenched erratically as more lubricant flooded him and increased the conductivity of Soundwave's transfers.

He rode the spy's spike even through his shuddering and when it was over he knew that he had been alone in his overload. The spike inside him was still very much pressurized and there had been no rush of transfluid into him. The overload was good but he wasn't satisfied, he couldn't be because Soundwave hadn't overloaded and that was unacceptable.

He decided to change his methods then intent on pleasing Soundwave to the best of his ability. He began to rhythmically contract his valve as tightly as he could and grind their plating together on the down stroke to maximize the friction between their frames. A sharp intake could be heard from the other's vents and the spy's cooling fans spun with renewed haste. He had a moment to revel in his small victory before he growled at the new sensations. They were going to bring him again soon because of his already primed, over-sensitized valve and the conductive lubricants pulling more ions into him.

Over and over he moved, up and down quickly, a rapid beat of metal on metal crashes and a sharp grinding noise as they slid apart and back together again. His moans of unadulterated pleasure were coming faster as his second overload approached. He was almost frantic in his movements, desperate to reach that place of pure pleasure and yet Soundwave still hadn't moved, still didn't thrust into him.

Makeshift himself boasted an impressive amount of stamina when it came to interfacing but the spy was on a whole other level. How could he be so calm?

It didn't matter because he felt too good to think. Everything felt so good. He still couldn't believe he had somehow gotten to this point, bouncing up and down on Commander Soundwave's spike, feeling himself being penetrated and struck over and over. He imagined he looked enticing riding his commander so but nothing could top Soundwave laying there. He looked so calm, so peaceful, and so fragging hot watching him like that.

Despite how unappealing it was normally, Soundwave was fond of Makeshift's torrent of thoughts during their interface. Every single one was about how good the spy made him feel or how good the spy looked or how perfect he was. It heightened one's pride but it also reaffirmed his ownership of the shifter and that was alluring.

He could feel the other mech's imminent overload and moved a servo up to the handsome faceplates staring into his own. The optics brightened and his field pulsed with renewed satisfaction that Soundwave was touching him. _Yes, yes! Close, so close._ The servo trailed gently over the lip plates and he printed sluggishly, 'Beautiful.'

That did it. Hips pulled up off of him as the valve rippled with the initiated overload. As the valve moved back over him Soundwave thrust upward quick and harsh, slamming into the node and causing a third overload in the wake of the barely commenced second.

A startled, ecstasy filled shout escaped Makeshift when the spike thrust into him so forcefully and initiated another overload. His optics shorted out momentarily to prevent visual feedback that was just as stimulating as everything else and lightning shot through him. Sparks crackled off his plating as the electricity became too much for his circuits to handle and increased release was required. He felt the current reach his processor and an explosion of data assaulted his neural net, everything screaming of pleasure. Wave after wave rippled through him, beating down his tenacity until he fell offline and then rapidly flickered back in a lazy, sated state.

His hips had continued to move, pre-written coding maintaining current interfacing actions through his brief offlinement, and the spy was now thrusting into him shallowly, meeting his movements halfway. Makeshift's valve was hypersensitive, every thrust caused him to gasp and shift wanting more yet shying away from how good it felt. It was almost too good, too much, and still Soundwave hadn't finished. "Do you…always take this…long…to go?" he moaned out between thrusts.

'Affirmative.'

"Uh…yes. Frag yes." Two more thrusts and he was yanked forward so that he had to catch himself on his open claws to keep from falling on the commander. Soundwave had fallen back against the berth to reposition them and as Makeshift refocused from the jarring he found their faceplates to be only centimeters away. A searching servo moved to his aft again and pulled him up and off Soundwave's spike. "No, don't stop. Please don't stop," he begged shamelessly. His overload wracked frame was exhausted and painfully sensitized but he only wanted the sensations to keep coming forever. His pleading optics were glued to Soundwave's visor, the gusts of air from his intake puffed against the other as he waited to see what the older mech was going to do.

Makeshift was shifted slightly as the spy hitched his pedes up onto the berth and then he was positioned back over the spike, just the tip touching the slickened entranced. 'Negative,' and Soundwave thrust into the tight valve to the hilt. The shifter cried out at the savagery of it but that faded into uncontrolled moaning as the older mech pounded into him mercilessly. The new position gave him leverage and he drove himself inside with vigor and ferocity he had never possessed during an interface. The luminescent ridges of his spike were glowing brightly with the buildup of heat in his systems and he discharged it steadily into the shifter to increase the other's pleasure and delay his own impending climax.

"Nnngh…yesss," he hissed out. "More Commander…more…" His body collapsed on top of Soundwave's with a loud clatter as his arms finally gave out despite his desire not to mark up the commander's beautiful chestplate. He buried his face into the other's collar plates to smother the noises coming from him. A low pitched whining escaped him, moans of pleasure, and whimpers from how flawless it all was. He turned to licking up and down the smooth metal, the taste metallic and sweet against his glossa. A particularly sharp thrust against the inner node had him biting down on the metal to keep from crying out.

Soundwave's stamina and restraint were incredible; he had never been so thoroughly 'faced in his entire life. His circuits were filled with current and he would soon succumb to his fourth overload but he couldn't take anymore after that, it was too much. "Commander Soundwave…you feel so good," he whimpered. "Please overload. I want you…deep inside me. Fill me with your transfluid."

And that was exactly what he did. He could not resist the shifter's begging, that deep, raspy voice caressing his internal mechanisms as it reverberated into his neck cables. He slammed his spike into Makeshift with three more deep thrusts and exploded inside of him. The fluid was hot, so hot, as it left him in spurts and filled the other up as requested. Soundwave never moved as his throbbing appendage coated the shifter's insides with his fluids. His partner though, writhed enticingly around him in ecstasy, his deep cries muffled by the metal he still sucked. The spy didn't shudder, didn't even vibrate throughout but he did release a long burst of static, his own version of pleasured groans.

Eventually the shuddering died down but his limbs felt so incredibly heavy he couldn't move them at all. He knew he should get off the commander but that wasn't going to happen and Soundwave seemed to sense that. He drew his hips downward and Makeshift couldn't help but writhe again as the spike slid out of him contacting every exposed sensor on its way. He could feel their combined fluids dripping out of him and tiny droplets flecked him as they splashed onto the frame beneath.

He finally hoisted himself up onto his servos again to look at Soundwave but the spy was focused on the fluid splashed across his plating. His field spiked with arousal at the sight, apparently he liked seeing his fluids dripping out of Makeshift. He groaned at that. "Commander, how can you be ready again so quickly?" he vented rhetorically and rolled off to the side just in case. He would gladly allow the spy to pound him whenever he wanted but right now his valve couldn't take any more.

Both frames were pouring off generous amounts of heat and the distinct smell of ozone was fresh in the atmosphere. They lay there for a while as their bodies dissipated the heat, their cooling fans working extra hard, and coolant flushed throughout their lines. Both mechs were silent, neither sure what to say yet as the reality of the situation fully sank in.

Soundwave moved first, closing his panel and leaving for the wash racks for the second time that night. He needed to clean himself so he could assess the damage to his paintjob before he started his shift. As far as he was concerned, the situation between himself and Makeshift hadn't really changed. They still needed to complete the courtship and make their relationship official. And he now needed to speak with Lord Megatron immediately about their situation as they had just performed an act that was against their Lord's will.

Inside, the water removed the drying interface fluids and his own spilt energon, cycling quickly into the floor drain. When he moved to the mirror, it quickly became evident that he would have to get buffed before his shift as the numerous light gray paint transfers were much too obvious against his darker plating. He also had deep scratches littered about from wherever Makeshift's razor-sharp spines had made contact with his frame. It would be an easy enough task though, all he needed was to sneak a buffer out of the med bay without catching anybot's attention.

When he reentered the berthroom he found the shifter sitting in the middle of the berth looking a bit lost as to what to do with himself. "Usually when I feel awkward after interfacing it is for an entirely different reason," he said half-jokingly.

'Reason?'

"Later. So what do we do now?"

'Question: parameters?'

"It was an open ended question."

'Task: complete courtship.'

"Ok."

'Immediate task: obtain buffer.'

Makeshift looked down at the spy's pelvic plating and there was indeed a large amount of light grey scuffing. Well this would be the perfect opportunity to use his new acquisition for both of their benefits. He moved to the cabinets along his far wall and pulled out the buffer Knockout had given him earlier that solarcycle. Soundwave's visor flashed with a large question mark and he chuckled lightly. "Knockout. He thought I might need one as I have taken a newfound interest in my appearance."

Soundwave sat down on the edge of the berth and gestured for Makeshift to pass him the buffer but he was waved off. Instead, the shifter settled on the berth behind him and started the buffer along his backplates. He worked slowly, allowing the buffer to pass over every centimeter of plating that could be reached. It was applied with enough force to give a gentle massage in addition to the already pleasant feeling of the soft fibers rotating swiftly against neglected plating. He moved along gently, 9 cycles passing quietly but for the low humming of the tool, and eventually Makeshift finished with the arm plates. Moving off the berth, he positioned himself to start on the chestplate when Soundwave caught his attention. 'Soundwave: appreciates but unnecessary.'

"I want to. I did cause all the damage. My frame is not conducive for interfacing and I am not practiced using it…obviously."

Soundwave cocked his helm to the side contemplating the shifter's words then printed, 'Frame: deadly, enticing. Soundwave: appreciates.'

Makeshift was surprised by that even though he shouldn't have been. It made sense, Soundwave wasn't likely to pursue a mech he wasn't physically attracted to. The mech also seemed like the primitive type when it came to his programming and that meant that physical prowess was one of the most important features he would look for in a mate. _Mate._ The word felt strange rolling around in his processor. As a Decepticon he could hardly fathom the meaning of the term. He shook his helm gently, _later._

Dropping to his knees again, he began to buff out the scratches along Soundwave's hip plating and lower abdomen. When he reached the panel he allowed a single digit to scrape up and down a few times first and then continued on. The ensuing response to his action was a peak of arousal in the neighboring field and he smirked at the spy. He pushed harder against the panel, the rotating head spinning quickly against the burning metal, and he knew the vibrations must have felt good.

Makeshift growled as his own desire flared again and he felt his valve start to lubricate despite its heavy abuse and soreness. Soundwave's field surrounded him, the confidence and smugness evident in it, clearly an indication that he was fully aware and quite liked how easily he turned Makeshift on.

'Shift: 3 megacycles. 44 cycles.'

"Sounds like plenty of time," he murmured a little surprised at how ready he was to go again so soon. Soundwave reached down and rimmed his valve gently with a long digit to which he winced.

'Makeshift: recoup.'

"I'm fine."

As gratifying as it would be and even with his heightened arousal at Makeshift's enthusiasm pressing him to reconsider he did not wish to damage his partner in any way. Before he could answer though he received an encrypted transmission. / Soundwave. Your presence is required on the bridge. /

"Who?" he sighed in disappointment. He had felt the encryption waves pass by him as the communications specialist received the coded transmission. He didn't want the commander to leave but unlike himself, Soundwave actually had things to do.

'Lord Megatron.' And that was the end of this party. Even if they had had the time, the mention of their master drove away his arousal like this planet's canines did to felines.

They both got up and headed for the wash racks where Makeshift would remain to clean himself and Soundwave would depart. Inside he engaged the control panel so the water could heat up and then turned toward Soundwave to bid farewell.

'Energon?'

"You mean morning rations?"

'Affirmative.'

"Yes." He took a moment to think before, "Will we be flying tonight?"

'Negative. Flight: Impossible.'

"Why?"

'Soundwave: preoccupied later.'

"Preoccupied with what?"

A thin servo touched his chestplate and unexpectedly Makeshift was shoved up against the wall, his spines straining against the pressure, and Soundwave's hot frame pressed up against the front of his own. 'Taking Makeshift.' If it had been vocals he could have sworn they would have been issued in a possessive growl.

He was left standing there, mouth agape in disbelief at the communications specialist's words, watching as Soundwave strode out the door smoothly, confidence in his standing pouring off of him. His valve clenched involuntarily around nothing, a sign of his overwhelming desire, and he groaned to himself as he realized it was going to be a very long solarcycle.

* * *

**I have nothing to say to this. **

**Please R and R. Makes me ecstatic.**


End file.
